<PAGE>
                                                                     Exhibit 4.3



                           FIRST CAPITAL BANCORP, INC.

                                       AND

          STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL
                                  ASSOCIATION

                              AS INDENTURE TRUSTEE

                                    INDENTURE

                9.0% SUBORDINATED DEBENTURES DUE JANUARY 15, 2032

                          DATED AS OF JANUARY 17, 2002
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                                TABLE OF CONTENTS

ARTICLE I...................................................................   2
DEFINITIONS.................................................................   2
SECTION 1.1.  Definitions of Terms..........................................   2
ARTICLE II..................................................................   8
ISSUE, DESCRIPTION, TERMS, CONDITIONS.......................................   8
REGISTRATION AND EXCHANGE OF THE DEBENTURES.................................   8
   SECTION 2.1.  Designation and Principal Amount...........................   8
   SECTION 2.2.  Maturity...................................................   8
   SECTION 2.3.  Form and Payment...........................................   8
   SECTION 2.4.  Interest...................................................   9
   SECTION 2.5.  Execution and Authentications..............................   9
   SECTION 2.6.  Debenture Transfer Procedures and Restrictions; Restrictive
                 Legends....................................................  10
   SECTION 2.7.  Registration of Transfer and Exchange......................  10
   SECTION 2.8.  Interest of Holders of Preferred Security Certificates in
                 Debentures upon a Dissolution Event........................  11
   SECTION 2.9.  Mutilated, Destroyed, Lost or Stolen Debentures............  11
   SECTION 2.10.  Cancellation..............................................  12
   SECTION 2.11.  Benefit of Indenture......................................  12
   SECTION 2.12.  Authentication Agent......................................  12
   SECTION 2.13.  Additional Debentures.....................................  13
ARTICLE III.................................................................  13
REDEMPTION OF DEBENTURES....................................................  13
   SECTION 3.1.  Redemption.................................................  13
   SECTION 3.2.  Special Event Redemption...................................  13
   SECTION 3.3.  Optional Redemption by Company.............................  14
   SECTION 3.4.  Notice of Redemption.......................................  14
   SECTION 3.5.  Payment upon Redemption....................................  15
   SECTION 3.6.  No Sinking Fund............................................  15
ARTICLE IV..................................................................  15
EXTENSION OF INTEREST PAYMENT PERIOD........................................  15
   SECTION 4.1.  Extension of Interest Payment Period.......................  15
   SECTION 4.2.  Notice of Extension........................................  16
ARTICLE V...................................................................  17
PARTICULAR COVENANTS OF THE COMPANY.........................................  17
   SECTION 5.1.  Payment of Principal and Interest..........................  17
   SECTION 5.2.  Maintenance of Agency......................................  17
   SECTION 5.3.  Paying Agents..............................................  17
   SECTION 5.4.  Appointment to Fill Vacancy in Office of Trustee...........  18
   SECTION 5.5.  Compliance with Consolidation Provisions...................  18
   SECTION 5.6.  Limitation on Transactions.................................  18
   SECTION 5.7.  Covenants as to the Trust..................................  19
   SECTION 5.8.  Covenants as to Purchases..................................  19
ARTICLE VI..................................................................  19
DEBENTUREHOLDERS' LISTS AND REPORTS.........................................  19
BY THE COMPANY..............................................................  19
   SECTION 6.1.  Company to Furnish Trustee Names and Addresses of
                 Debentureholders...........................................  19
   SECTION 6.2.  Preservation of Information Communications with
                 Debentureholders...........................................  19
   SECTION 6.3.  Reports by the Company.....................................  19
ARTICLE VII.................................................................  20
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS................................  20
ON EVENT OF DEFAULT.........................................................  20
   SECTION 7.1.  Events of Default; Acceleration............................  20
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   SECTION 7.2.  Collection of Indebtedness and Suits for Enforcement by
                 Trustee....................................................  21
   SECTION 7.3.  Application of Moneys Collected............................  22
   SECTION 7.4.  Limitation on Suits........................................  23
   SECTION 7.5.  Rights and Remedies Cumulative; Delay or Omission Not
                 Waiver.....................................................  23
   SECTION 7.6.  Control by Debentureholders................................  24
   SECTION 7.7.  Undertaking to Pay Costs...................................  24
ARTICLE VIII................................................................  25
FORM OF DEBENTURE AND ORIGINAL ISSUE........................................  25
   SECTION 8.1.  Form of Debenture..........................................  25
   SECTION 8.2.  Original Issue of Debentures...............................  25
ARTICLE IX..................................................................  25
CONCERNING THE TRUSTEE......................................................  25
   SECTION 9.1.  Certain Duties and Responsibilities of the Trustee.........  25
   SECTION 9.2.  Notice of Defaults.........................................  26
   SECTION 9.3.  Certain Rights of Trustee..................................  26
   SECTION 9.4.  Trustee Not Responsible for Recitals, Etc..................  27
   SECTION 9.5.  May Hold Debentures........................................  28
   SECTION 9.6.  Moneys Held in Trust.......................................  28
   SECTION 9.7.  Compensation and Reimbursement.............................  28
   SECTION 9.8.  Reliance on Officers' Certificate..........................  29
   SECTION 9.9.  Corporate Trustee Required; Eligibility....................  29
   SECTION 9.10.  Resignation and Removal; Appointment of Successor.........  29
   SECTION 9.11.  Acceptance of Appointment by Successor....................  30
   SECTION 9.12.  Merger, Conversion, Consolidation or Succession to
                  Business..................................................  31
   SECTION 9.13.  Appointment of Authenticating Agent.......................  31
ARTICLE X...................................................................  32
CONCERNING THE DEBENTUREHOLDERS,............................................  32
   SECTION 10.1.  Evidence of Action by Holders.............................  32
   SECTION 10.2.  Proof of Execution by Debentureholders....................  32
   SECTION 10.3.  Who May Be Deemed Owners..................................  33
   SECTION 10.4.  Certain Debentures Owned by Company Disregarded...........  33
   SECTION 10.5.  Actions Binding on Future Debentureholders................  33
ARTICLE XI..................................................................  33
SUPPLEMENTAL INDENTURES.....................................................  33
   SECTION 11.1.  Supplemental Indentures Without the Consent of
                  Debentureholders..........................................  33
   SECTION 11.2.  Supplemental Indentures with Consent of Debentureholders..  34
   SECTION 11.3.  Effect of Supplemental Indentures.........................  34
   SECTION 11.4.  Debentures Affected by Supplemental Indentures............  35
   SECTION 11.5.  Execution of Supplemental Indentures......................  35
ARTICLE XII.................................................................  35
SUCCESSOR CORPORATION.......................................................  35
   SECTION 12.1.  Company May Consolidate, Etc..............................  35
   SECTION 12.2.  Successor Corporation Substituted.........................  36
   SECTION 12.3.  Evidence of Consolidation, Etc. to Trustee................  36
ARTICLE XIII................................................................  36
SATISFACTION AND DISCHARGE..................................................  36
   SECTION 13.1.  Satisfaction and Discharge of Indenture...................  36
   SECTION 13.2.  Discharge of Obligations..................................  37
   SECTION 13.3.  Deposited Moneys to Be Held in Trust......................  37
   SECTION 13.4.  Payment of Monies Held by Paying Agents...................  37
   SECTION 13.5.  Repayment to Company......................................  37
ARTICLE XIV.................................................................  38
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.............  38
   SECTION 14.1.  No Recourse...............................................  38



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ARTICLE XV..................................................................  38
MISCELLANEOUS PROVISIONS....................................................  38
   SECTION 15.1.  Effect on Successors and Assigns..........................  38
   SECTION 15.2.  Actions by Successor......................................  38
   SECTION 15.3.  Surrender of Company Powers...............................  38
   SECTION 15.4.  Notices...................................................  38
   SECTION 15.5.  Governing Law.............................................  39
   SECTION 15.6.  Treatment of Debentures as Debt...........................  39
   SECTION 15.7.  Compliance Certificates and Opinions......................  39
   SECTION 15.8.  Payments on Business Days.................................  39
   SECTION 15.9.  Counterparts..............................................  39
   SECTION 15.10.  Separability.............................................  40
   SECTION 15.11.  Assignment...............................................  40
   SECTION 15.12.  Acknowledgment of Rights.................................  40
ARTICLE XVI.................................................................  40
SUBORDINATION OF DEBENTURES.................................................  40
   SECTION 16.1.  Agreement to Subordinate..................................  40
   SECTION 16.2.  Default on Senior Debt, Subordinated Debt or Additional
                  Senior Obligations........................................  41
   SECTION 16.3.  Liquidation; Dissolution; Bankruptcy......................  41
   SECTION 16.4.  Subrogation...............................................  42
   SECTION 16.5.  Trustee to Effectuate Subordination.......................  43
   SECTION 16.6.  Notice by the Company.....................................  43
   SECTION 16.7.  Rights of the Trustee; Holders of Senior Indebtedness.....  43
   SECTION 16.8.  Subordination May Not Be Impaired.........................  44








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<PAGE>
                                    INDENTURE

      INDENTURE, dated as of January 17, 2002, between FIRST CAPITAL BANCORP,
INC., a Georgia corporation (the "Company") and STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, as
trustee (the "Trustee").

                                    RECITALS

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of securities to be known as its 9.0% Subordinated Debentures due
January 15, 2032 (hereinafter referred to as the "Debentures"), the form and
substance of such Debentures and the terms, provisions and conditions thereof to
be set forth as provided in this Indenture;

      WHEREAS, First Capital Statutory Trust I, a Connecticut statutory trust
(the "Trust"), has privately placed pursuant to separate Trust Preferred
Purchase Agreements each dated as of January 17, 2002, among the Trust, the
Depositor and the Purchasers named therein $6,200,000 aggregate liquidation
amount of its Preferred Securities (as defined herein) and proposes to invest
the proceeds from such private placement, together with the proceeds of the
issuance and sale by the Trust to the Company of $192,000 aggregate liquidation
amount of its Common Securities (as defined herein), in $6,392,000 aggregate
principal amount of the Debentures;

      WHEREAS, the Trust and the Depositor may enter into additional Trust
Preferred Purchase Agreements with purchasers from time to time for the purchase
of up to an additional $1,300,000 aggregate liquidation amount of the Trust's
Preferred Securities (as defined herein), the proceeds of which are to be
invested, together with the proceeds of the issuance and sale by the Trust to
the Company of up to $40,000 aggregate liquidation amount of the Trust's Common
Securities (as defined herein), in up to an additional $1,340,000 aggregate
principal amount of the Debentures;

      WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture;

      WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and
delivery of this Indenture have been duly authorized in all respects;

      WHEREAS, to provide the terms and conditions upon which the Debentures are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

      WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

      NOW, THEREFORE, in consideration of the premises and the purchase of the
Debentures by the Trust, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the Trust (and other future holders of the
Debentures, if any):
<PAGE>
                                   ARTICLE I.

                                   DEFINITIONS

      SECTION 1.1. DEFINITIONS OF TERMS.

      The terms defined in this Section 1.1 (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.1 and shall include the
plural as well as the singular. All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with Generally Accepted Accounting Principles.

      "ACCELERATED MATURITY DATE" means, if the Company elects to accelerate the
Maturity Date in accordance with Section 2.2, the date selected by the Company
which is prior to the Scheduled Maturity Date, but is after January 17, 2007.

      "ADDITIONAL INTEREST" shall have the meaning set forth in Section 2.4.

      "ADDITIONAL SENIOR OBLIGATIONS" means all indebtedness of the Company
whether incurred on or prior to the date of this Indenture or thereafter
incurred for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior Debt or Subordinated Debt or obligations which, by their
terms, are expressly stated to be not superior in right of payment to the
Debentures or to rank pari passu in right of payment with the Debentures. For
purposes of this definition, "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

      "ADMINISTRATIVE TRUSTEES" shall have the meaning set forth in the Trust
Agreement.

      "AFFILIATE" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

      "AUTHENTICATING AGENT" means an authenticating agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.12.

      "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal or
state law enacted for the relief of debtors.

      "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
duly authorized committee of such Board or any other duly designated officers of
the Company.

      "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

      "BUSINESS DAY" means, with respect to the Debentures, any day other than a
Saturday or a Sunday or a day on which federal or state banking institutions in
Norcross, Georgia, are authorized or


                                       2
<PAGE>
required by law, executive order or regulation to close, or a day on which the
Corporate Trust Office of the Trustee or the Property Trustee is closed for
business.

      "CAPITAL EVENT" means the receipt by the Company and the Trust of an
Opinion of Counsel, rendered by counsel experienced in such matters, which may
be counsel to the Company, within a reasonable period of time after the
applicable occurrence, to the effect that, as a result of any amendment to or
change (including any announced prospective change) in the laws (or any
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement, action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or, which pronouncement,
action or judicial decision is announced on or after the date of issuance of the
Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk of impairment of the Company's ability to treat the aggregate
Liquidation Amount of the Preferred Securities (or any substantial portion
thereof) as Tier 1 capital (or the then equivalent thereof) for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company; provided, however, that the Trust or the Company
shall have requested and received such an Opinion of Counsel with regard to such
matters within a reasonable period of time after the Trust or the Company shall
have become aware of the occurrence or the possible occurrence of any of the
events described above.

      "CERTIFICATE" means a certificate signed by the President or Chairman of
the Company. The Certificate need not comply with the provisions of Section
15.7.

      "CHANGE IN 1940 ACT LAW" shall have the meaning set forth in the
definition of "Investment Company Event."

      "COMMON SECURITIES" means undivided beneficial interests in the assets of
the Trust which rank pari passu with the Preferred Securities; provided,
however, that upon the occurrence of an Event of Default, the rights of holders
of Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders
of Preferred Securities.

      "COMPANY" means First Capital Bancorp, Inc., a Georgia corporation and,
subject to the provisions of Article XII, shall also include its successors and
assigns.

      "COMPOUNDED INTEREST" shall have the meaning set forth in Section 4.1.

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 225 Asylum Avenue, Hartford,
Connecticut 06103, Attention: Vice President, Corporate Trust Department.

      "COUPON RATE" shall have the meaning set forth in Section 2.4.

      "CUSTODIAN" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

      "DEBENTURES" shall have the meaning set forth in the Recitals hereto.

      "DEBENTUREHOLDER," "holder of Debentures," "Holder," "registered holder,"
or other similar term, means the Person or Persons in whose name or names a
particular Debenture shall be registered on the books of the Company or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

      "DEBENTURE REGISTER" shall have the meaning set forth in Section 2.7(b).



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<PAGE>
      "DEBT" means with respect to any Person, whether or not unsecured or
secured by recourse to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed; (ii)
every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses; (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person; (iv)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding trade accounts payable or accrued
liabilities to trade creditors arising in the ordinary course of business); (v)
every capital lease obligation of such Person; (vi) every obligation of the type
referred to in clauses (i) through (v) of another Person and all dividends of
another Person the payment of which, in either case, such Person has guaranteed
or is responsible or liable, directly or indirectly, as obligor or otherwise and
(vii) any such indebtedness or obligations of others secured by lien, security
interest or other encumbrance on the Person's assets.

      "DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "DEFERRED INTEREST" shall have the meaning set forth in Section 4.1.

      "DISSOLUTION EVENT" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

      "EVENT OF DEFAULT" means, with respect to the Debentures, any event
specified in Section 7.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

      "EXCHANGE ACT," means the Securities Exchange Act of 1934, as amended, as
in effect at the date of execution of this instrument.

      "EXTENDED INTEREST PAYMENT PERIOD" shall have the meaning set forth in
Section 4.1.

      "FEDERAL RESERVE" means the Board of Governors of the Federal Reserve
System.

      "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means such accounting
principles as are generally accepted at the time of any computation required
hereunder.

      "GOVERNMENTAL OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

      "HEREIN," "hereof," and "hereunder," and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.



                                       4
<PAGE>
      "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

      "INTEREST PAYMENT DATE," when used with respect to any installment of
interest on the Debentures, means the date specified in the Debenture or in a
Board Resolution or in an indenture supplemental hereto with respect to the
Debentures as the fixed date on which an installment of interest with respect to
the Debentures is due and payable.

      "INVESTMENT COMPANY ACT," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

      "INVESTMENT COMPANY EVENT" means the receipt by the Trust of an Opinion of
Counsel, rendered by a law firm experienced in such matters (which may be
counsel to the Company), to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), the Trust is or shall be considered an
"investment company" that is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of original issuance of the Preferred Securities under the Trust Agreement.

      "LIQUIDATION AMOUNT" means the stated amount of $1,000.00 per Trust
Security.

      "MATURITY DATE" means the date on which the Debentures mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon including Compounded Interest and Additional Interest, if any,
as provided herein.

      "MINISTERIAL ACTION" shall have the meaning set forth in Section 3.2.

      "OFFICERS' CERTIFICATE" means a certificate signed by the President or
Chairman of the Company that is delivered to the Trustee in accordance with the
terms hereof. Each such certificate shall include the statements provided for in
Section 15.7, if and to the extent required by the provisions thereof.

      "OPINION OF COUNSEL" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company, that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 15.7, if and to the extent required by the
provisions thereof.

      "OUTSTANDING," when used with reference to the Debentures, means, subject
to the provisions of Section 10.4, as of any particular time, all Debentures
theretofore authenticated and delivered by the Trustee under this Indenture,
except (a) Debentures theretofore canceled by the Trustee or any paying agent,
or delivered to the Trustee or any paying agent for cancellation or that have
previously been canceled; (b) Debentures or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent
(other than the Company) or shall have been set aside and segregated in trust by
the Company (if the Company shall act as its own paying agent); provided,
however, that if such Debentures or portions of such Debentures are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article III provided, or provision satisfactory to the Trustee
shall have been made for giving such notice; and (c) Debentures in lieu of or in
substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.5.

      "PERSON" means any individual, corporation, partnership, joint-venture,
joint-stock company, unincorporated organization or government or any agency or
political subdivision thereof.



                                       5
<PAGE>
      "PREDECESSOR DEBENTURE" means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.9 in lieu of a mutilated, lost, destroyed or stolen Debenture
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Debenture.

      "PREFERRED SECURITIES" means undivided beneficial interests in the assets
of the Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

      "PREFERRED SECURITIES CERTIFICATE" has the meaning set forth in the Trust
Agreement.

      "PREFERRED SECURITIES GUARANTEE" means any guarantee that the Company may
enter into with the Trustee or other Persons that operates directly or
indirectly for the benefit of holders of Preferred Securities.

      "PROPERTY TRUSTEE" has the meaning set forth in the Trust Agreement.

      "REDEMPTION PRICE" means the amount equal to 100% of the principal amount
of Debentures to be redeemed plus any accrued and unpaid interest thereon to the
date of the redemption of such Debentures.

      "RESPONSIBLE OFFICER" when used with respect to the Trustee means the
Chairman of the Board of Directors, the President, any Vice President, the
Secretary, the Treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

      "SCHEDULED MATURITY DATE" means January 15, 2032.

      "SECURITIES ACT," means the Securities Act of 1933, as amended, as in
effect at the date of execution of this instrument.

      "SENIOR DEBT" means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, however, that Senior
Debt shall not include (i) any Debt of the Company which when incurred and
without respect to any election under section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company or any
of its subsidiaries; (ii) any Debt of the Company to any of its subsidiaries;
(iii) any Debt to any employee of the Company; (iv) any Debt which by its terms
is subordinated to trade accounts payable or accrued liabilities to trade
creditors arising in the ordinary course of business to the extent that payments
made to the holders of such Debt by the holders of the Debentures as a result of
the subordination provisions of this Indenture would be greater than they
otherwise would have been as a result of any obligation of such holders to pay
amounts over to the obligees on such trade accounts payable or accrued
liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject; and (v) any Debt which
constitutes Subordinated Debt.



                                       6
<PAGE>
      "SENIOR INDEBTEDNESS" shall have the meaning set forth in Section 16.1.

      "SPECIAL EVENT" means a Tax Event, a Capital Event or an Investment
Company Event.

      "SUBORDINATED DEBT" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to other Debt of the Company (other than the Debentures).

      "SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries; and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

      "TAX EVENT" means the receipt by the Trust of an Opinion of Counsel,
rendered by a law firm experienced in such matters (which may be counsel to the
Company), to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
that (i) the Trust is, or shall be within 90 days after the date of such Opinion
of Counsel, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (ii) interest payable by the Company on
the Debentures is not, or within 90 days after the date of such Opinion of
Counsel, shall not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (iii) the Trust is, or shall be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties, assessments or other governmental
charges. The Trust or the Company shall request and receive an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of the possible occurrence of any
of the events described in clauses (i) through (iii) above.

      "TRUST" means First Capital Statutory Trust I, a Connecticut statutory
trust.

      "TRUST AGREEMENT" means the Amended and Restated Trust Agreement, dated of
even date herewith.

      "TRUSTEE" means State Street Bank and Trust Company of Connecticut,
National Association and, subject to the provisions of Article IX, shall also
include its successors and assigns, and, if at any time there is more than one
Person acting in such capacity hereunder, "Trustee" shall mean each such Person.

      "TRUST PREFERRED PURCHASE AGREEMENT" dated as of January 17, 2002, among
the Trust, the Depositor and the Purchaser named therein.

      "TRUST SECURITIES" means the Common Securities and Preferred Securities,
collectively.

      "VOTING STOCK," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for


                                       7
<PAGE>
the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

                                   ARTICLE II.
                      ISSUE, DESCRIPTION, TERMS, CONDITIONS
                   REGISTRATION AND EXCHANGE OF THE DEBENTURES

      SECTION 2.1. DESIGNATION AND PRINCIPAL AMOUNT.

      There is hereby authorized Debentures designated the "9.0% Subordinated
Debentures due January 15, 2032," limited in aggregate principal amount to an
amount which shall be as set forth in any written order of the Company for the
authentication and delivery of Debentures pursuant to Section 2.5 (including any
additional Debentures permitted to be issued in accordance with Section 2.13).

      SECTION 2.2. MATURITY.

                  (a) The Maturity Date shall be

                        (i) the Scheduled Maturity Date; or

                        (ii) if the Company elects to accelerate the Maturity
      Date to be a date prior to the Scheduled Maturity Date in accordance with
      Section 2.2(b), the Accelerated Maturity Date,

                  (b) The company may, at any time before the day which is 90
      days before the Scheduled Maturity Date, elect to shorten the Maturity
      Date only once to the Accelerated Maturity Date, provided that the Company
      has received the prior approval of the Federal Reserve, if then required
      under applicable capital guidelines, policies or regulations of the
      Federal Reserve, but in no case shall such Accelerated Maturity Date be a
      date before January 17, 2007.

                  (c) If the Company elects to accelerate the Maturity Date in
      accordance with Section 2.2(b), the Company shall give notice to the
      Registered Holders of the Debentures, the Property Trustee and the Trustee
      of the acceleration of the Maturity Date and the Accelerated Maturity Date
      at least 90 days before the Accelerated Maturity Date.

      SECTION 2.3. FORM AND PAYMENT.

      The Debentures shall be issued in fully registered certificated form
without interest coupons. Principal and interest on the Debentures issued in
certificated form shall be payable, the transfer of such Debentures shall be
registrable and such Debentures shall be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the holder at such address as shall appear in the Debenture
Register or by wire transfer to an account maintained by the holder as specified
in the Debenture Register, provided that the holder provides proper transfer
instructions by the regular record date. Notwithstanding the foregoing, so long
as the holder of any Debentures is the Property Trustee, the payment of the
principal of and interest (including Compounded Interest and Additional
Interest, if any) on such Debentures held by the Property Trustee shall be made
at such place and to such account as may be designated by the Property Trustee.



                                       8
<PAGE>
      SECTION 2.4. INTEREST.

                  (a) Each Debenture shall bear interest at the rate of 9.0% per
      annum (the "Coupon Rate") from the original date of issuance until the
      principal thereof becomes due and payable, and on any overdue principal
      and (to the extent that payment of such interest is enforceable under
      applicable law) on any overdue installment of interest at 11.0% per annum,
      compounded semiannually, payable (subject to the provisions of Article IV)
      semiannually on January 15 and July 15 of each year (each, an "Interest
      Payment Date") commencing on July 15, 2002, to the Person in whose name
      such Debenture or any Predecessor Debenture is registered, at the close of
      business on the regular record date for such interest installment, which
      shall be January 1 and July 1, respectively, of each year.

                  (b) The amount of interest payable for any period shall be
      computed on the basis of a 360-day year of twelve 30-day months. Except as
      provided in the following sentence, the amount of interest payable for any
      period shorter than a full semiannual period for which interest is
      computed, shall be computed on the basis of the number of days elapsed in
      a 360-day year of twelve 30-day months. In the event that any date on
      which interest is payable on the Debentures is not a Business Day, then
      payment of interest payable on such date shall be made on the next
      succeeding day which is a Business Day (and without any interest or other
      payment in respect of any such delay), except that, if such Business Day
      is in the next succeeding calendar year, such payment shall be made on the
      immediately preceeding day which is a Business Day, with the same force
      and effect as if made on the date such payment was originally payable.

                  (c) If, at any time while the Property Trustee is the holder
      of any Debentures, the Trust or the Property Trustee is required to pay
      any taxes, duties, assessments or governmental charges of whatever nature
      (other than withholding taxes) imposed by the United States, or any other
      taxing authority, then, in any case, the Company shall pay as additional
      interest ("Additional Interest") on the Debentures held by the Property
      Trustee, such additional amounts as shall be required so that the net
      amounts received and retained by the Trust and the Property Trustee after
      paying such taxes, duties, assessments or other governmental charges shall
      be equal to the amounts the Trust and the Property Trustee would have
      received had no such taxes, duties, assessments or other government
      charges been imposed.

      SECTION 2.5. EXECUTION AND AUTHENTICATIONS.

                  (a) The Debentures shall be signed on behalf of the Company by
      its President or Chairman. Signatures may be in the form of a manual or
      facsimile signature. Upon written notice from the Company's President or
      Chairman, the Trustee is authorized to affix facsimile signatures of the
      Company's appropriate officers to Debentures on behalf of the Company. The
      Company may use the facsimile signature of any Person who shall have been
      a President or Chairman thereof, notwithstanding the fact that at the time
      the Debentures shall be authenticated and delivered or disposed of such
      Person shall have ceased to be the President or Chairman of the Company.
      The seal of the Company may be in the form of a facsimile of such seal and
      may be impressed, affixed, imprinted or otherwise reproduced on the
      Debentures. The Debentures may contain such notations, legends or
      endorsements required by law or usage. Each Debenture shall be dated the
      date of its authentication by the Trustee.

                  (b) A Debenture shall not be valid until authenticated
      manually by an authorized signatory of the Trustee, or by an
      Authenticating Agent. Such signature shall be conclusive evidence that the
      Debenture so authenticated has been duly authenticated and delivered
      hereunder and that the holder is entitled to the benefits of this
      Indenture.

                  (c) At any time and from time to time after the execution and
      delivery of this Indenture, the Company may deliver Debentures executed by
      the Company to the Trustee for


                                       9
<PAGE>
      authentication, together with a written order of the Company for the
      authentication and delivery of such Debentures signed by its President or
      Chairman and the Trustee in accordance with such written order shall
      authenticate and deliver such Debentures.

                  (d) In authenticating such Debentures and accepting the
      additional responsibilities under this Indenture in relation to such
      Debentures, the Trustee shall be entitled to receive, and (subject to
      Section 9.1) shall be fully protected in relying upon, an Opinion of
      Counsel stating that the form and terms thereof have been established in
      conformity with the provisions of this Indenture.

                  (e) The Trustee shall not be required to authenticate such
      Debentures if the issue of such Debentures pursuant to this Indenture
      shall affect the Trustee's own rights, duties or immunities under the
      Debentures and this Indenture or otherwise in a manner that is not
      reasonably acceptable to the Trustee.

      SECTION 2.6. DEBENTURE TRANSFER PROCEDURES AND RESTRICTIONS; RESTRICTIVE
LEGENDS.

            (a) Each Debenture shall bear the following legend on the face
      thereof except as otherwise provided in paragraph (b):

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
      UNDER SAID ACT.

            (b) Upon written request therefor accompanied by an Opinion of
      Counsel meeting the requirements of this paragraph, the Trustee shall
      exchange or transfer any Debenture bearing the legend set forth in
      paragraph (a) for a Debenture of like tenor and principal amount bearing
      such legend. Any such exchange or transfer shall be effected in accordance
      with this Section 2.6 and Section 2.7. Such Opinion of Counsel shall be
      reasonably satisfactory to the Company and rendered by non-in-house
      securities counsel reasonably acceptable to the Company, and shall state
      that in such counsel's opinion, either (i) such Security is eligible for
      resale, citing the applicable exemption(s) from registration under the
      Securities Act or any successor provision) or (ii) such Security is being
      surrendered in connection with a transfer being made pursuant to (A) a
      registration statement that is effective under the Securities Act or (B)
      Rule 144(k) under the Securities Act, and therefore the legend set forth
      in paragraph (a) may be removed.

      SECTION 2.7. REGISTRATION OF TRANSFER AND EXCHANGE.

                  (a) Debentures may be exchanged upon presentation thereof at
      the office or agency of the Company designated for such purpose in
      Hartford, Connecticut, for other Debentures and for a like aggregate
      principal amount, upon payment of a sum sufficient to cover any tax or
      other governmental charge in relation thereto, all as provided in this
      Section 2.7. In respect of any Debentures so surrendered for exchange, the
      Company shall execute, the Trustee shall authenticate and such office or
      agency shall deliver in exchange therefor the Debenture or Debentures that
      the Debentureholder making the exchange shall be entitled to receive,
      bearing numbers not contemporaneously outstanding.

                  (b) The Company shall keep, or cause to be kept, at its office
      or agency designated for such purpose in Hartford, Connecticut or such
      other location designated by the Company, a register or registers (herein
      referred to as the "Debenture Register") in which, subject to such
      reasonable regulations as it may prescribe, the Company shall register the
      Debentures and the transfers of Debentures as in this Article II provided
      and which at all reasonable times shall be open for inspection by the
      Trustee. The registrar for the purpose of registering Debentures and


                                       10
<PAGE>
      transfer of Debentures as herein provided initially will be the Trustee.
      The registrar thereafter may be appointed as authorized by Board
      Resolution (the "Debenture Registrar"). Upon surrender for transfer of any
      Debenture at the office or agency of the Company designated for such
      purpose, the Company shall execute, the Trustee shall authenticate and
      such office or agency shall deliver in the name of the transferee or
      transferees a new Debenture or Debentures for a like aggregate principal
      amount. All Debentures presented or surrendered for exchange or
      registration of transfer, as provided in this Section 2.7, shall be
      accompanied (if so required by the Company or the Debenture Registrar) by
      a written instrument or instruments of transfer, in form satisfactory to
      the Company or the Debenture Registrar, duly executed by the registered
      holder or by such holder's duly authorized attorney in writing.

                  (c) No service charge shall be made for any exchange or
      registration of transfer of Debentures, or issue of new Debentures in case
      of partial redemption, but the Company may require payment of a sum
      sufficient to cover any tax or other governmental charge in relation
      thereto, other than exchanges pursuant to Section 3.5(b) and Section 11.4
      not involving any transfer.

                  (d) The Company shall not be required (i) to issue, exchange
      or register the transfer of any Debentures during a period beginning at
      the opening of business 15 days before the day of the mailing of a notice
      of redemption of less than all the Outstanding Debentures and ending at
      the close of business on the day of such mailing; nor (ii) to register the
      transfer of or exchange any Debentures or portions thereof called for
      redemption.

      SECTION 2.8. INTEREST OF HOLDERS OF PREFERRED SECURITY CERTIFICATES IN
DEBENTURES UPON A DISSOLUTION EVENT.

            Upon the occurrence of a Dissolution Event, the Debentures may be
      presented to the Trustee by the Property Trustee and any outstanding
      Preferred Securities Certificate will be deemed to represent beneficial
      interests in Debentures presented to the Trustee by the Property Trustee
      having an aggregate principal amount equal to the aggregate Liquidation
      Amount of such outstanding Preferred Securities until such Preferred
      Securities Certificates are presented to the Debenture Registrar for
      transfer or reissuance at which time such Preferred Securities
      Certificates will be canceled and a Debenture, registered in the name of
      the holder of the Preferred Securities Certificate or the transferee of
      the holder of such Preferred Securities Certificate, as the case may be,
      with an aggregate principal amount equal to the aggregate Liquidation
      Amount of the Preferred Securities Certificate canceled, will be executed
      by the Company and delivered to the Trustee for authentication and
      delivery in accordance with this Indenture. Upon issue of such Debentures,
      Debentures with an equivalent aggregate principal amount that were
      presented by the Property Trustee to the Trustee will be deemed to have
      been canceled.

      SECTION 2.9. MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.

                  (a) In case any Debenture shall become mutilated or be
      destroyed, lost or stolen, the Company (subject to the next succeeding
      sentence) shall execute, and upon the Company's request the Trustee
      (subject as aforesaid) shall authenticate and deliver, a new Debenture
      bearing a number not contemporaneously outstanding, in exchange and
      substitution for the mutilated Debenture, or in lieu of and in
      substitution for the Debenture so destroyed, lost or stolen. In every case
      the applicant for a substituted Debenture shall furnish to the Company and
      the Trustee such security or indemnity as may be required by them to save
      each of them harmless, and, in every case of destruction, loss or theft,
      the applicant shall also furnish to the Company and the Trustee evidence
      to their satisfaction of the destruction, loss or theft of the applicant's
      Debenture and of the ownership thereof. The Trustee may authenticate any
      such substituted Debenture and deliver the same upon the written request
      or authorization of any officer of the Company. Upon the issuance of any
      substituted Debenture, the Company may require the


                                       11
<PAGE>
      payment of a sum sufficient to cover any tax or other governmental charge
      that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Trustee) connected therewith. In case any
      Debenture that has matured or is about to mature shall become mutilated or
      be destroyed, lost or stolen, the Company may, instead of issuing a
      substitute Debenture, pay or authorize the payment of the same (without
      surrender thereof except in the case of a mutilated Debenture) if the
      applicant for such payment shall furnish to the Company and the Trustee
      such security or indemnity as they may require to save them harmless, and,
      in case of destruction, loss or theft, evidence to the satisfaction of the
      Company and the Trustee of the destruction, loss or theft of such
      Debenture and of the ownership thereof.

                  (b) Every replacement Debenture issued pursuant to the
      provisions of this Section 2.9 shall constitute an additional contractual
      obligation of the Company whether or not the mutilated, destroyed, lost or
      stolen Debenture shall be found at any time, or be enforceable by anyone,
      and shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Debentures duly issued hereunder.
      All Debentures shall be held and owned upon the express condition that the
      foregoing provisions are exclusive with respect to the replacement or
      payment of mutilated, destroyed, lost or stolen Debentures, and shall
      preclude (to the extent lawful) any and all other rights or remedies,
      notwithstanding any law or statute existing or hereafter enacted to the
      contrary with respect to the replacement or payment of negotiable
      instruments or other securities without their surrender.

      SECTION 2.10. CANCELLATION.

      All Debentures surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent, be delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be canceled by it, and no Debentures shall be issued in
lieu thereof except as expressly required or permitted by any of the provisions
of this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Debentures in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

      SECTION 2.11. BENEFIT OF INDENTURE.

      Nothing in this Indenture or in the Debentures, express or implied, shall
give or be construed to give to any Person, other than the parties hereto, the
holders of the Debentures, the holders of the Preferred Securities with respect
to Sections 7.1(b), 7.6 and 15.12 and the holders of Senior Indebtedness with
respect to the provisions of Article XVI, any legal or equitable right, remedy
or claim under or in respect of this Indenture, or under any covenant, condition
or provision herein contained; all such covenants, conditions and provisions
being for the sole benefit of the parties hereto, the holders of the Debentures,
the holders of the Preferred Securities with respect to Sections 7.1(b), 7.6 and
15.12 and the holders of Senior Indebtedness with respect to the provisions of
Article XVI.

      SECTION 2.12. AUTHENTICATION AGENT.

                  (a) So long as any of the Debentures remain Outstanding there
      may be an Authenticating Agent for any or all such Debentures, which the
      Trustee shall have the right to appoint. Said Authenticating Agent shall
      be authorized to act on behalf of the Trustee to authenticate Debentures
      issued upon exchange, transfer or partial redemption thereof, and
      Debentures so authenticated shall be entitled to the benefits of this
      Indenture and shall be valid and obligatory for all purposes as if
      authenticated by the Trustee hereunder. All references in this Indenture
      to the authentication of Debentures by the Trustee shall be deemed to
      include authentication by an Authenticating Agent. Each Authenticating
      Agent shall be acceptable to the


                                       12
<PAGE>
      Company and shall be a corporation that has a combined capital and
      surplus, as most recently reported or determined by it, sufficient under
      the laws of any jurisdiction under which it is organized or in which it is
      doing business to conduct a trust business, and that is otherwise
      authorized under such laws to conduct such business and is subject to
      supervision or examination by federal or state authorities. If at any time
      any Authenticating Agent shall cease to be eligible in accordance with
      these provisions, it shall resign immediately.

                  (b) Any Authenticating Agent may at any time resign by giving
      written notice of resignation to the Trustee and to the Company. The
      Trustee may at any time (and upon request by the Company shall) terminate
      the agency of any Authenticating Agent by giving written notice of
      termination to such Authenticating Agent and to the Company. Upon
      resignation, termination or cessation of eligibility of any Authenticating
      Agent, the Trustee may appoint an eligible successor Authenticating Agent
      acceptable to the Company. Any successor Authenticating Agent, upon
      acceptance of its appointment hereunder, shall become vested with all the
      rights, powers and duties of its predecessor hereunder as if originally
      named as an Authenticating Agent pursuant hereto.

      SECTION 2.13. ADDITIONAL DEBENTURES.

      (a) The Company may issue additional Debentures hereunder. Such additional
Debentures shall be established and issued by the Indenture Trustee pursuant to
a direction from the Company authorizing and directing the creation of such
additional Debentures the precise terms of which shall be set forth in an
indenture supplemental hereto entered into pursuant to Section 11.1.

      (b) All additional Debentures issued hereunder shall be identical to the
initial Debentures issued hereunder in respect of

            (i) the date of maturity, and

            (ii) the place or places of payment of the principal thereof and
      interest thereon, and

            (iii) interest rate.

      (c) Such additional Debentures shall be substantially of the same tenor
and effect as the text of the Debentures hereinabove recited, with appropriate
insertions, omissions, substitutions and variations consistent with and
permitted by this Indenture or as may be permitted by an indenture supplemental
hereto creating such series entered into pursuant to Section 11.1 hereto
authorized by the Company.

                                  ARTICLE III.

                            REDEMPTION OF DEBENTURES

      SECTION 3.1. REDEMPTION.

      Subject to the Company having received prior approval of the Federal
Reserve, if then required under the applicable capital guidelines, regulations
or policies of the Federal Reserve, the Company may redeem the Debentures in
accordance with this Article III.

      SECTION 3.2. SPECIAL EVENT REDEMPTION.

      Subject to the Company having received the prior approval of the Federal
Reserve, if then required under the applicable capital guidelines or policies of
the Federal Reserve, if a Special Event has occurred and is continuing, then,
notwithstanding Section 3.3, the Company shall have the right upon not


                                       13
<PAGE>
less than 30 days' nor more than 60 days' notice to the holders of the
Debentures to redeem the Debentures, in whole but not in part, for cash within
90 days following the occurrence of such Special Event (the "90-Day Period") at
a redemption price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest thereon to the date of such redemption (the
"Redemption Price"); provided that if at the time there is available to the
Company the opportunity to eliminate, within the 90-Day Period, a Tax Event by
taking some ministerial action (a "Ministerial Action"), such as filing a form
or making an election, or pursuing some other similar reasonable measure which
has no adverse effect on the Company, the Trust or the holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial Action
in lieu of redemption. The Redemption Price shall be paid prior to 12:00 noon,
Norcross, Georgia time, on the date of such redemption or such earlier time as
the Company determines; provided that the Company shall deposit with the Trustee
an amount sufficient to pay the Redemption Price by 10:00 a.m., Norcross,
Georgia time, on the date such Redemption Price is to be paid.

      SECTION 3.3. OPTIONAL REDEMPTION BY COMPANY.

      Except as otherwise may be specified in this Indenture, the Company shall
have the right to redeem the Debentures, in whole or in part, from time to time,
on or after January 17, 2007, at a Redemption Price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon,
including Additional Interest, if any thereon, to the date of such redemption.
Any redemption pursuant to this Section 3.3 shall be made upon not less than 30
days' nor more than 60 days' notice to the holder of the Debentures, at the
Redemption Price. If the Debentures are only partially redeemed pursuant to this
Section 3.3, the Debentures shall be redeemed by lot or in such other manner as
the Trustee shall deem appropriate and fair in its discretion. The Redemption
Price shall be paid prior to 12:00 noon, Norcross, Georgia time, on the date of
such redemption or at such earlier time as the Company determines; provided that
the Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by 10:00 a.m., Norcross, Georgia time, on the date such
Redemption Price is to be paid.

      SECTION 3.4. NOTICE OF REDEMPTION.

                  (a) In case the Company shall desire to exercise such right to
      redeem all or, as the case may be, a portion of the Debentures in
      accordance with the right reserved so to do, the Company shall, or shall
      cause the Trustee to upon receipt of not less than 45 days' written notice
      from the Company, give notice of such redemption to holders of the
      Debentures to be redeemed by mailing, first class postage prepaid, a
      notice of such redemption not less than 30 days and not more than 60 days
      before the date fixed for redemption to such holders at their last
      addresses as they shall appear upon the Debenture Register unless a
      shorter period is specified in the Debentures to be redeemed. Any notice
      that is mailed in the manner herein provided shall be conclusively
      presumed to have been duly given, whether or not the registered holder
      receives the notice. In any case, failure duly to give such notice to the
      holder of any Debenture designated for redemption in whole or in part, or
      any defect in the notice, shall not affect the validity of the proceedings
      for the redemption of any other Debentures. In the case of any redemption
      of Debentures prior to the expiration of any restriction on such
      redemption provided in the terms of such Debentures or elsewhere in this
      Indenture, the Company shall furnish the Trustee with an Officers'
      Certificate evidencing compliance with any such restriction. Each such
      notice of redemption shall specify the date fixed for redemption and the
      Redemption Price and shall state that payment of the Redemption Price
      shall be made at the Corporate Trust Office, upon presentation and
      surrender of such Debentures, that interest accrued to the date fixed for
      redemption shall be paid as specified in said notice and that from and
      after said date interest shall cease to accrue. If less than all the
      Debentures are to be redeemed, the notice to the holders of the Debentures
      shall specify the particular Debentures to be redeemed. If the Debentures
      are to be redeemed in part only, the notice shall state the portion of the
      principal amount thereof to be redeemed and shall state that on and after
      the redemption date, upon surrender of such Debenture,


                                       14
<PAGE>
      a new Debenture or Debentures in principal amount equal to the unredeemed
      portion thereof shall be issued.

                  (b) If less than all the Debentures are to be redeemed, the
      Company shall give the Trustee at least 45 days' notice in advance of the
      date fixed for redemption as to the aggregate principal amount of
      Debentures to be redeemed, and thereupon the Trustee shall select, by lot
      or in such other manner as it shall deem appropriate and fair in its
      discretion, the portion or portions (equal to $1,000.00 or any integral
      multiple thereof) of the Debentures to be redeemed and shall thereafter
      promptly notify the Company in writing of the numbers of the Debentures to
      be redeemed, in whole or in part. The Company may, if and whenever it
      shall so elect pursuant to the terms hereof, by delivery of instructions
      signed on its behalf by its President or Chairman, instruct the Trustee or
      any paying agent to call all or any part of the Debentures for redemption
      and to give notice of redemption in the manner set forth in this Section
      3.4, such notice to be in the name of the Company or its own name as the
      Trustee or such paying agent may deem advisable. In any case in which
      notice of redemption is to be given by the Trustee or any such paying
      agent, the Company shall deliver or cause to be delivered to, or permit to
      remain with, the Trustee or such paying agent, as the case may be, such
      Debenture Register, transfer books or other records, or suitable copies or
      extracts therefrom, sufficient to enable the Trustee or such paying agent
      to give any notice by mail that may be required under the provisions of
      this Section 3.4.

      SECTION 3.5. PAYMENT UPON REDEMPTION.

                  (a) If the giving of notice of redemption shall have been
      completed as above provided, the Debentures or portions of Debentures to
      be redeemed specified in such notice shall become due and payable on the
      date and at the place stated in such notice at the applicable Redemption
      Price, and interest on such Debentures or portions of Debentures shall
      cease to accrue on and after the date fixed for redemption, unless the
      Company shall default in the payment of such Redemption Price with respect
      to any such Debenture or portion thereof. On presentation and surrender of
      such Debentures on or after the date fixed for redemption at the place of
      payment specified in the notice, said Debentures shall be paid and
      redeemed at the Redemption Price (but if the date fixed for redemption is
      an interest payment date, the interest installment payable on such date
      shall be payable to the registered holder at the close of business on the
      applicable interest payment date).

                  (b) Upon presentation of any Debenture that is to be redeemed
      in part only, the Company shall execute and the Trustee shall authenticate
      and the office or agency where the Debenture is presented shall deliver to
      the holder thereof, at the expense of the Company, a new Debenture of
      authorized denomination in principal amount equal to the unredeemed
      portion of the Debenture so presented.

      SECTION 3.6. NO SINKING FUND.

      The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV.

                      EXTENSION OF INTEREST PAYMENT PERIOD

      SECTION 4.1. EXTENSION OF INTEREST PAYMENT PERIOD.

      The Company shall have the right, at any time and from time to time during
the term of the Debentures, to defer payments of interest by extending the
interest payment period of such Debentures for a period not exceeding 10
consecutive semiannual periods (the "Extended Interest Payment Period"),


                                       15
<PAGE>
during which Extended Interest Payment Period no interest shall be due and
payable; provided that no Extended Interest Payment Period may extend beyond the
Maturity Date. To the extent permitted by applicable law, interest, the payment
of which has been deferred because of the extension of the interest payment
period pursuant to this Section 4.1, shall accrue at the Coupon Rate compounded
semiannually for each semiannual period of the Extended Interest Payment Period
("Compounded Interest"). At the end of the Extended Interest Payment Period, the
Company shall calculate (and deliver such calculation to the Trustee) and pay
all interest accrued and unpaid on the Debentures, including any Additional
Interest and Compounded Interest (together, "Deferred Interest") that shall be
payable to the holders of the Debentures in whose names the Debentures are
registered in the Debenture Register on the first record date after the end of
the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Company may further extend such period; provided
that such period together with all such further extensions thereof shall not
exceed 10 consecutive semiannual periods, or extend beyond the Maturity Date of
the Debentures. Upon the termination of any Extended Interest Payment Period and
upon the payment of all Deferred Interest then due, the Company may commence a
new Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.

      SECTION 4.2. NOTICE OF EXTENSION.

                  (a) If the Property Trustee is the only registered holder of
      the Debentures at the time the Company selects an Extended Interest
      Payment Period, the Company shall give written notice to the
      Administrative Trustees, the Property Trustee and the Trustee of its
      selection of such Extended Interest Payment Period one Business Day before
      the earlier of (i) the next succeeding date on which Distributions on the
      Trust Securities issued by the Trust are payable; or (ii) the date the
      Trust is required to give notice of the record date, or the date such
      Distributions are payable, to the holders of the Preferred Securities
      issued by the Trust, but in any event at least one Business Day before
      such record date.

                  (b) If the Property Trustee is not the only holder of the
      Debentures at the time the Company selects an Extended Interest Payment
      Period, the Company shall give the holders of the Debentures and the
      Trustee written notice of its selection of such Extended Interest Payment
      Period at least one Business Day before the earlier of (i) the next
      succeeding Interest Payment Date; or (ii) the date the Company is required
      to give notice of the record or payment date of such interest payment to
      the holders of the Debentures.

                  (c) The semiannual period in which any notice is given
      pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as
      one of the 10 semiannual periods permitted in the maximum Extended
      Interest Payment Period permitted under Section 4.1, and all interest
      during such semiannual period shall constitute Deferred Interest.

                  (d) The Company's notice of the Extended Interest Payment
      Period shall include the termination date of such period (or portion
      thereof), but the Company may terminate such period at any earlier time by
      giving notice (subject to the Company's right hereunder to continue the
      Extended Interest Payment Period at a later time).



                                       16
<PAGE>
                                   ARTICLE V.

                       PARTICULAR COVENANTS OF THE COMPANY

      SECTION 5.1. PAYMENT OF PRINCIPAL AND INTEREST.

      The Company shall duly and punctually pay or cause to be paid the
principal of and interest on the Debentures at the time and place and in the
manner provided herein.

      SECTION 5.2. MAINTENANCE OF AGENCY.

      So long as any of the Debentures remain Outstanding, the Company shall
maintain, or shall cause to be maintained, an office or agency in Norcross,
Georgia, and at such other location or locations as may be designated as
provided in this Section 5.2, where (i) Debentures may be presented for payment;
(ii) Debentures may be presented as hereinabove authorized for registration of
transfer and exchange; and (iii) notices and demands to or upon the Company in
respect of the Debentures and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its President or Chairman and delivered to
the Trustee, designate some other office or agency for such purposes or any of
them. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands. In addition to any such
office or agency, the Company may from time to time designate one or more
offices or agencies outside of Norcross, Georgia, where the Debentures may be
presented for registration or transfer and for exchange in the manner provided
herein, and the Company may from time to time rescind such designation as the
Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in Norcross, Georgia, for the
purposes above mentioned. The Company shall give the Trustee prompt written
notice of any such designation or rescission thereof.

      SECTION 5.3. PAYING AGENTS.

                  (a) The Trustee shall be the initial paying agent. If the
      Company shall appoint one or more paying agents for the Debentures, other
      than the Trustee, the Company shall cause each such paying agent to
      execute and deliver to the Trustee an instrument in which such agent shall
      agree with the Trustee, subject to the provisions of this Section 5.3:

                              (i) that it shall hold all sums held by it as such
      agent for the payment of the principal of or interest on the Debentures
      (whether such sums have been paid to it by the Company or by any other
      obligor of such Debentures) in trust for the benefit of the Persons
      entitled thereto;

                              (ii) that it shall give the Trustee notice of any
      failure by the Company (or by any other obligor of such Debentures) to
      make any payment of the principal of or interest on the Debentures when
      the same shall be due and payable;

                              (iii) that it shall, at any time during the
      continuance of any failure referred to in the preceding paragraph (a)(ii)
      above, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums so held in trust by such paying agent; and

                              (iv) that it shall perform all other duties of
      paying agent as set forth in this Indenture.



                                       17
<PAGE>
                  (b) If the Company shall act as its own paying agent with
      respect to the Debentures, it shall on or before each due date of the
      principal of or interest on such Debentures, set aside, segregate and hold
      in trust for the benefit of the Persons entitled thereto a sum sufficient
      to pay such principal or interest so becoming due on Debentures until such
      sums shall be paid to such Persons or otherwise disposed of as herein
      provided and shall promptly notify the Trustee of such action, or any
      failure (by it or any other obligor on such Debentures) to take such
      action. Whenever the Company shall have one or more paying agents for the
      Debentures, it shall, prior to each due date of the principal of or
      interest on any Debentures, deposit with the paying agent a sum sufficient
      to pay the principal or interest so becoming due, such sum to be held in
      trust for the benefit of the Persons entitled to such principal or
      interest, and (unless such paying agent is the Trustee) the Company shall
      promptly notify the Trustee of this action or failure so to act.

                  (c) Notwithstanding anything in this Section 5.3 to the
      contrary, (i) the agreement to hold sums in trust as provided in this
      Section 5.3 is subject to the provisions of Section 13.3 and 13.4; and
      (ii) the Company may at any time, for the purpose of obtaining the
      satisfaction and discharge of this Indenture or for any other purpose,
      pay, or direct any paying agent to pay, to the Trustee all sums held in
      trust by the Company or such paying agent, such sums to be held by the
      Trustee upon the same terms and conditions as those upon which such sums
      were held by the Company or such paying agent; and, upon such payment by
      any paying agent to the Trustee, such paying agent shall be released from
      all further liability with respect to such money.

      SECTION 5.4. APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

      The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, shall appoint, in the manner provided in Section 9.11, a Trustee, so
that there shall at all times be a Trustee hereunder.

      SECTION 5.5. COMPLIANCE WITH CONSOLIDATION PROVISIONS.

      The Company shall not, while any of the Debentures remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article XII hereof are complied with.

      SECTION 5.6. LIMITATION ON TRANSACTIONS.

      If during the time Debentures are issued to the Trust or a trustee of the
Trust in connection with the issuance of Trust Securities by the Trust and (i)
there shall have occurred any event that would constitute an Event of Default;
(ii) the Company shall be in default with respect to its payment of any
obligations under the Preferred Securities Guarantee relating to the Trust; or
(iii) the Company shall have given notice of its election to defer payments of
interest on such Debentures by extending the interest payment period as provided
in this Indenture and such period, or any extension thereof, or the occurrences
in the foregoing clauses (i) and (ii), as the case may be, shall be continuing,
then (A) the Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than as a
result of a reclassification of its capital stock) and (B) the Company shall not
make any payment of interest, principal or premium, if any, or repay, repurchase
or redeem any debt securities issued by the Company which rank pari passu with
or junior to the Debentures; provided, however, that the Company may make
payments pursuant to its obligations under the Preferred Securities Guarantee;
and (C) the Company shall not redeem, purchase or acquire less than all of the
outstanding Debentures.



                                       18
<PAGE>
      SECTION 5.7. COVENANTS AS TO THE TRUST.

      For so long as such Trust Securities of the Trust remain outstanding and
the Trust is a holder of Debentures, the Company shall (i) maintain 100% direct
or indirect ownership of the Common Securities of the Trust; provided, however,
that any permitted successor of the Company under this Indenture may succeed to
the Company's ownership of the Common Securities; (ii) not voluntarily
terminate, wind up or liquidate the Trust, except upon prior approval of the
Federal Reserve if then so required under applicable capital guidelines or
policies of the Federal Reserve and use its reasonable efforts to cause the
Trust (A) to remain a statutory trust, except in connection with a distribution
of Debentures, the redemption of all of the Trust Securities of the Trust or
certain mergers, consolidations or amalgamations, each as permitted by the Trust
Agreement; and (B) to otherwise continue not to be treated as an association
taxable as a corporation or partnership for United States federal income tax
purposes; and (iii) use its reasonable efforts to cause each holder of Preferred
Securities to be treated as owning an individual beneficial interest in the
Debentures.

      SECTION 5.8. COVENANTS AS TO PURCHASES.

      Prior to January 17, 2007, the Company shall not purchase any Debentures,
in whole or in part, from the Trust, except if a Capital Event, a Tax Event or
Investment Company Event has occurred.

                                   ARTICLE VI.

                       DEBENTUREHOLDERS' LISTS AND REPORTS
                                 BY THE COMPANY

      SECTION 6.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
DEBENTUREHOLDERS.

      The Company shall furnish or cause to be furnished to the Trustee (a) on a
semiannual basis on each regular record date a list, in such form as the Trustee
may reasonably require, of the names and addresses of the holders of the
Debentures as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the
Trustee by the Company; and (b) at such other times as the Trustee may request
in writing within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that, in either case, no
such list need be furnished if the Trustee shall be the Debenture Registrar.

      SECTION 6.2. PRESERVATION OF INFORMATION COMMUNICATIONS WITH
DEBENTUREHOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
      reasonably practicable, all information as to the names and addresses of
      the holders of Debentures contained in the most recent list furnished to
      it as provided in Section 6.1 and as to the names and addresses of holders
      of Debentures received by the Trustee in its capacity as registrar for the
      Debentures (if acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
      provided in Section 6.1 upon receipt of a new list so furnished.

      SECTION 6.3. REPORTS BY THE COMPANY.

                  (a) The Company covenants and agrees to file with the Trustee,
      within 15 days after the Company is required to file the same with its
      bank regulatory authorities, copies of the quarterly and annual financial
      statements and annual audited financial statements and annual reports to
      shareholders, if any.



                                       19
<PAGE>
                  (b) Delivery of such reports, information and documents to the
      Trustee is for informational purposes only and the Trustee's receipt of
      such shall not constitute constructive notice of any information contained
      therein or determinable from information contained therein, including the
      Company's compliance with any of its covenants hereunder (as to which the
      Trustee is entitled to rely exclusively on Officer's Certificates).

                                  ARTICLE VII.

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

      SECTION 7.1. EVENTS OF DEFAULT; ACCELERATION.

                  (a) Whenever used herein with respect to the Debentures,
      "Event of Default" means any one or more of the following events that has
      occurred and is continuing:

                              (i) the Company defaults in the payment of any
      installment of interest upon any of the Debentures, as and when the same
      shall become due and payable, and continuance of such default for a period
      of 30 days; provided, however, that a valid extension of an interest
      payment period by the Company in accordance with the terms of this
      Indenture shall not constitute a default in the payment of interest for
      this purpose;

                              (ii) the Company defaults in the payment of the
      principal on the Debentures as and when the same shall become due and
      payable whether at maturity, upon redemption, by declaration or otherwise;
      provided, however, that a valid extension of the maturity of such
      Debentures in accordance with the terms of this Indenture shall not
      constitute a default in the payment of principal;

                              (iii) the Company fails to observe or perform in
      any material respect any other of its covenants or agreements with respect
      to the Debentures for a period of 90 days after the date on which written
      notice of such failure, requiring the same to be remedied and stating that
      such notice is a "Notice of Default" hereunder, shall have been given to
      the Company by the Trustee, by registered or certified mail, or to the
      Company and the Trustee by the holders of at least 25% in principal amount
      of the Debentures at the time Outstanding;

                              (iv) the Company pursuant to or within the meaning
      of any Bankruptcy Law commences a voluntary case; (A) consents to the
      entry of an order for relief against it in an involuntary case; (B)
      consents to the appointment of a Custodian of it or for all or
      substantially all of its property; or (C) makes a general assignment for
      the benefit of its creditors;

                              (v) a court of competent jurisdiction enters an
      order under any Bankruptcy Law that (A) is for relief against the Company
      in an involuntary case; (B) appoints a Custodian of the Company for all or
      substantially all of its property; or (C) orders the liquidation of the
      Company, and the order or decree remains unstayed and in effect for 90
      days; or

                              (vi) the Trust, if during the time that the Trust
      is a holder of Debentures, shall have voluntarily or involuntarily
      dissolved, wound-up its business or otherwise terminated its existence
      except in connection with (A) the distribution of Debentures to holders of
      Trust Securities in liquidation of their interests in the Trust; (B) the
      redemption of all of the outstanding Trust Securities of the Trust; or (C)
      certain mergers, consolidations or amalgamations, each as permitted by the
      Trust Agreement.



                                       20
<PAGE>
                  (b) In each and every such case of an Event of Default, unless
      the principal of all the Debentures shall have already become due and
      payable, either (i) the Trustee, (ii) the Holders of not less than 25% in
      aggregate principal amount of the Debentures then Outstanding hereunder,
      or (iii) pursuant to Section 5.13(b) of the Trust Agreement, the holders
      (as such term is defined in the Trust Agreement) of at least 25% in
      Liquidation Amount (as such term is defined in the Trust Agreement) of the
      Preferred Securities then Outstanding (as such term is defined in the
      Trust Agreement), by notice in writing to the Company (and to the Trustee
      if given by such Debentureholders referred to in (ii) above, or by such
      holders of Preferred Securities referred to in (iii) above) may declare
      the principal of all the Debentures to be due and payable immediately, and
      upon any such declaration, such principal shall become and shall be
      immediately due and payable, notwithstanding anything contained in this
      Indenture or in the Debentures.

                  (c) At any time after the principal of the Debentures shall
      have been declared due and payable pursuant to subsection (b) of this
      Section 7.1, and before any judgment or decree for the payment of the
      moneys due shall have been obtained or entered as hereinafter provided,
      the holders of a majority in aggregate principal amount of the Debentures
      then Outstanding hereunder, by written notice to the Company and the
      Trustee, may rescind and annul such declaration pursuant to subsection (b)
      of this Section 7.1 and its consequences if: (i) the Company has paid or
      deposited with the Trustee a sum sufficient to pay all matured
      installments of interest upon all the Debentures and the principal of any
      and all Debentures that shall have become due otherwise than by such
      acceleration (with interest upon such principal, and, to the extent that
      such payment is enforceable under applicable law, upon overdue
      installments of interest, at the rate per annum expressed in the
      Debentures to the date of such payment or deposit) and the amount payable
      to the Trustee under Section 9.7; and (ii) any and all Events of Default
      under this Indenture, other than the nonpayment of principal on Debentures
      that shall not have become due by their terms, shall have been remedied or
      waived as provided in Section 7.6. No such rescission and annulment shall
      extend to or shall affect any subsequent default or impair any right
      consequent thereon.

                  (d) In case the Trustee shall have proceeded to enforce any
      right with respect to Debentures under this Indenture and such proceedings
      shall have been discontinued or abandoned because of such rescission or
      annulment or for any other reason or shall have been determined adversely
      to the Trustee, then and in every such case the Company and the Trustee
      shall be restored respectively to their former positions and rights
      hereunder, and all rights, remedies and powers of the Company and the
      Trustee shall continue as though no such proceedings had been taken.

      SECTION 7.2. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

                  (a) The Company covenants that (i) in case it shall default in
      the payment of any installment of interest on any of the Debentures, and
      such default shall have continued for a period of 90 Business Days; or
      (ii) in case it shall default in the payment of the principal of any of
      the Debentures when the same shall have become due and payable, whether
      upon maturity of the Debentures or upon redemption or upon declaration or
      otherwise, then, upon demand of the Trustee, the Company shall pay to the
      Trustee, for the benefit of the holders of the Debentures, the whole
      amount that then shall have become due and payable on all such Debentures
      for principal or interest, or both, as the case may be, with interest upon
      the overdue principal and (to the extent that payment of such interest is
      enforceable under applicable law and, if the Debentures are held by the
      Trust or a trustee of the Trust, without duplication of any other amounts
      paid by the Trust or trustee in respect thereof) upon overdue installments
      of interest at the rate per annum expressed in the Debentures; and, in
      addition thereto, such further amount as shall be sufficient to cover the
      costs and expenses of collection, and the amount payable to the Trustee
      under Section 9.7.



                                       21
<PAGE>
                  (b) If the Company shall fail to pay such amounts forthwith
      upon such demand, the Trustee, in its own name and as trustee of an
      express trust, shall be entitled and empowered to institute any action or
      proceedings at law or in equity for the collection of the sums so due and
      unpaid, and may prosecute any such action or proceeding to judgment or
      final decree, and may enforce any such judgment or final decree against
      the Company or other obligor upon the Debentures and collect the moneys
      adjudged or decreed to be payable in the manner provided by law out of the
      property of the Company or other obligor upon the Debentures, wherever
      situated.

                  (c) In case of any receivership, insolvency, liquidation,
      bankruptcy, reorganization, readjustment, arrangement, composition or
      judicial proceedings affecting the Company or the creditors or property of
      either, the Trustee shall have power to intervene in such proceedings and
      take any action therein that may be permitted by the court and shall
      (except as may be otherwise provided by law) be entitled to file such
      proofs of claim and other papers and documents as may be necessary or
      advisable in order to have the claims of the Trustee and of the holders of
      the Debentures allowed for the entire amount due and payable by the
      Company under this Indenture at the date of institution of such
      proceedings and for any additional amount that may become due and payable
      by the Company after such date, and to collect and receive any moneys or
      other property payable or deliverable on any such claim, and to distribute
      the same after the deduction of the amount payable to the Trustee under
      Section 9.7; and any receiver, assignee or trustee in bankruptcy or
      reorganization is hereby authorized by each of the holders of the
      Debentures to make such payments to the Trustee, and, in the event that
      the Trustee shall consent to the making of such payments directly to such
      Debentureholders, to pay to the Trustee any amount due it under Section
      9.7.

                  (d) All rights of action and of asserting claims under this
      Indenture, or under any of the terms established with respect to
      Debentures, may be enforced by the Trustee without the possession of any
      of such Debentures, or the production thereof at any trial or other
      proceeding relative thereto, and any such suit or proceeding instituted by
      the Trustee shall be brought in its own name as trustee of an express
      trust, and any recovery of judgment shall, after provision for payment to
      the Trustee of any amounts due under Section 9.7, be for the ratable
      benefit of the holders of the Debentures. In case of an Event of Default
      hereunder, the Trustee may in its discretion proceed to protect and
      enforce the rights vested in it by this Indenture by such appropriate
      judicial proceedings as the Trustee shall deem most effectual to protect
      and enforce any of such rights, either at law or in equity or in
      bankruptcy or otherwise, whether for the specific enforcement of any
      covenant or agreement contained in this Indenture or in aid of the
      exercise of any power granted in this Indenture, or to enforce any other
      legal or equitable right vested in the Trustee by this Indenture or by
      law. Nothing contained herein shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any
      Debentureholder any plan of reorganization, arrangement, adjustment or
      composition affecting the Debentures or the rights of any holder thereof
      or to authorize the Trustee to vote in respect of the claim of any
      Debentureholder in any such proceeding.

                  In any proceedings brought by the Trustee (and also any
      proceedings involving the interpretation of any provision of this
      Indenture to which the Trustee shall be a party) the Trustee shall be held
      to represent all the holders of the Debentures, and it shall not be
      necessary to make any holders of the Debentures parties to any such
      proceeding.

      SECTION 7.3. APPLICATION OF MONEYS COLLECTED.

      Any moneys collected by the Trustee pursuant to this Article VII with
respect to the Debentures shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the Debentures, and
notation thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:



                                       22
<PAGE>
      FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 9.7;

      SECOND: To the payment of all Senior Indebtedness of the Company if and to
the extent required by Article XVI; and

      THIRD: To the payment of the amounts then due and unpaid upon the
Debentures for principal and interest, in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Debentures for
principal and interest, respectively.

      SECTION 7.4. LIMITATION ON SUITS.

                  (a) No holder of any Debenture shall have any right by virtue
      or by availing of any provision of this Indenture to institute any suit,
      action or proceeding in equity or at law upon or under or with respect to
      this Indenture or for the appointment of a receiver or trustee, or for any
      other remedy hereunder, unless (i) such holder previously shall have given
      to the Trustee written notice of an Event of Default and of the
      continuance thereof with respect to the Debentures specifying such Event
      of Default, as provided in Section 9.3(c) hereof; (ii) the holders of not
      less than 25% in aggregate principal amount of the Debentures then
      Outstanding shall have made written request upon the Trustee to institute
      such action, suit or proceeding in its own name as trustee hereunder;
      (iii) such holder or holders shall have offered to the Trustee such
      reasonable indemnity as it may require against the costs, expenses and
      liabilities to be incurred therein or thereby; and (iv) the Trustee for 60
      days after its receipt of such notice, request and offer of indemnity,
      shall have failed to institute any such action, suit or proceeding; and
      (v) during such 60 day period, the holders of a majority in principal
      amount of the Debentures do not give the Trustee a direction inconsistent
      with the request.

                  (b) Notwithstanding anything contained herein to the contrary
      or any other provisions of this Indenture, the right of any holder of
      Debentures to receive payment of the principal of and interest on the
      Debentures, as therein provided, on or after the respective due dates
      expressed in such Debenture (or in the case of redemption, on the
      redemption date), or to institute suit for the enforcement of any such
      payment on or after such respective dates or redemption date, shall not be
      impaired or affected without the consent of such holder and by accepting a
      Debenture hereunder. It is expressly understood, intended and covenanted
      by the taker and holder of every Debenture with every other such taker and
      holder and the Trustee, that no one or more holders of Debentures shall
      have any right in any manner whatsoever by virtue or by availing of any
      provision of this Indenture to affect, disturb or prejudice the rights of
      the holders of any other of such Debentures, or to obtain or seek to
      obtain priority over or preference to any other such holder, or to enforce
      any right under this Indenture, except in the manner herein provided and
      for the equal, ratable and common benefit of all holders of Debentures.
      For the protection and enforcement of the provisions of this Section 7.4,
      each and every Debentureholder and the Trustee shall be entitled to such
      relief as can be given either at law or in equity.

      SECTION 7.5. RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

                  (a) Except as otherwise provided in Article XI, all powers and
      remedies given by this Article VII to the Trustee or to the
      Debentureholders shall, to the extent permitted by law, be deemed
      cumulative and not exclusive of any other powers and remedies available to
      the Trustee or the holders of the Debentures, by judicial proceedings or
      otherwise, to enforce the performance or observance of the covenants and
      agreements contained in this Indenture or otherwise established with
      respect to such Debentures.



                                       23
<PAGE>
                  (b) No delay or omission of the Trustee or of any holder of
      any of the Debentures to exercise any right or power accruing upon any
      Event of Default occurring and continuing as aforesaid shall impair any
      such right or power, or shall be construed to be a waiver of any such
      default or on acquiescence therein; and, subject to the provisions of
      Section 7.4, every power and remedy given by this Article VII or by law to
      the Trustee or the Debentureholders may be exercised from time to time,
      and as often as shall be deemed expedient, by the Trustee or by the
      Debentureholders.

      SECTION 7.6. CONTROL BY DEBENTUREHOLDERS.

      The holders of a majority in aggregate principal amount of the Debentures
at the time Outstanding, determined in accordance with Section 10.4, shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture. Subject to the provisions of
Section 9.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debentures at the time Outstanding affected thereby,
determined in accordance with Section 10.4, may on behalf of the holders of all
of the Debentures waive any past default in the performance of any of the
covenants contained herein and its consequences, except (i) a default in the
payment of the principal of or interest on, any of the Debentures as and when
the same shall become due by the terms of such Debentures otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal has been deposited with the
Trustee (in accordance with Section 7.1(c)); (ii) a default in the covenants
contained in Section 5.6; or (iii) in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the holder of each
Outstanding Debenture affected; provided, however, that if the Debentures are
held by the Trust or a trustee of the Trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the Trust shall have consented to such waiver
or modification to such waiver; provided further, that if the consent of the
holder of each Outstanding Debenture is required, such waiver shall not be
effective until each holder of the Trust Securities of the Trust shall have
consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

      SECTION 7.7. UNDERTAKING TO PAY COSTS.

      All parties to this Indenture agree, and each holder of any Debentures by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 7.7 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders holding more than 10% in aggregate principal amount of the
Outstanding Debentures, or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of or interest on the Debentures, on
or after the respective due dates expressed in such Debenture or established
pursuant to this Indenture.



                                       24
<PAGE>
                                  ARTICLE VIII.

                      FORM OF DEBENTURE AND ORIGINAL ISSUE

      SECTION 8.1. FORM OF DEBENTURE.

      The Debenture and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms contained as Exhibit A to
this Indenture, attached hereto and incorporated herein by reference, or in such
other form as may be established in one or more indentures supplemental hereto
in accordance with Section 11.1(e).

      SECTION 8.2. ORIGINAL ISSUE OF DEBENTURES.

      Debentures in the aggregate principal amount of $6,392,000 may, upon
execution of this Indenture, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Debentures to or upon the written order of the Company, signed by
its President or Chairman, without any further action by the Company. Additional
Debentures may be executed and delivered to the Trustee for authentication in
accordance with this Section 8.2 as permitted under Section 2.13.

                                   ARTICLE IX.

                             CONCERNING THE TRUSTEE

      SECTION 9.1. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

                  (a) The Trustee shall undertake to perform with respect to the
      Debentures such duties and only such duties as are specifically set forth
      in this Indenture, and no implied covenants shall be read into this
      Indenture against the Trustee;

                  (b) No provision of this Indenture shall be construed to
      relieve the Trustee from liability for its own grossly negligent action,
      its own grossly negligent failure to act, or its own willful misconduct,
      except that:

                        (i) the duties and obligations of the Trustee shall with
      respect to the Debentures be determined solely by the express provisions
      of this Indenture, and the Trustee shall not be liable with respect to the
      Debentures except for the performance of such duties and obligations as
      are specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee, and

                        (ii) in the absence of bad faith on the part of the
      Trustee, the Trustee may with respect to the Debentures conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon any certificates or opinions furnished to the
      Trustee and conforming to the requirements of this Indenture; but in the
      case of any such certificates or opinions that by any provision hereof are
      specifically required to be furnished to the Trustee, the Trustee shall be
      under a duty to examine the same to determine whether or not they conform
      to the requirements of this Indenture;

                  (c) The Trustee shall not be liable for any error of judgment
      made in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was grossly negligent
      in ascertaining the pertinent facts;

                  (d) The Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the holders of not less


                                       25
<PAGE>
      than a majority in principal amount of the Debentures at the time
      Outstanding relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee under this Indenture with
      respect to the Debentures;

                  (e) None of the provisions contained in this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise incur
      personal financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers, if there is reasonable ground
      for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms of this Indenture or adequate
      indemnity against such risk is not reasonably assured to it;

                  (f) Whenever in the administration of this Indenture the
      Trustee shall deem it desirable to receive instructions with respect to
      enforcing any remedy or right or taking any other action hereunder the
      Trustee (i) may request instructions from the Holders of the Debentures
      which instructions may only be given by the Holders of the same proportion
      in Liquidation Amount of the Debentures as would be entitled to direct the
      Trustee under the terms of the Indenture in respect of such remedy, right
      or action; (ii) may refrain from enforcing such remedy or right or taking
      such other action until such instructions are received; and (iii) shall be
      protected in acting in accordance with such instructions; and

                  (g) Except as otherwise expressly provided by this Indenture,
      the Trustee shall not be under any obligation to take any action that is
      discretionary under the provisions of this Indenture. No provision of this
      Indenture shall be deemed to impose any duty or obligation on the Trustee
      to perform any act or acts or exercise any right, power, duty or
      obligation conferred or imposed on it, in any jurisdiction in which it
      shall be illegal, or in which the Trustee shall be unqualified or
      incompetent in accordance with applicable law, to perform any such act or
      acts, or to exercise any such right, power, duty or obligation. No
      permissive power or authority available to the Trustee shall be construed
      to be a duty.

      SECTION 9.2. NOTICE OF DEFAULTS.

      In the event of any default hereunder with respect to the Debentures, the
Trustee shall give prompt written notice thereof to all holders of the
Debentures, as their names and addresses appear in the Debenture Register,
unless such default shall have been cured or waived. For the purposes of this
Section 9.2, the term "default" means any event which is, or after notice or
lapse of time or both, would become, an Event of Default with respect to the
Debentures.

      SECTION 9.3. CERTAIN RIGHTS OF TRUSTEE.

      Except as otherwise provided in Section 9.1:

                  (a) The Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond, security or other paper or document believed by it to be genuine and
      to have been signed or presented by the proper party or parties;

                  (b) Any request, direction, order or demand of the Company
      mentioned herein shall be sufficiently evidenced by a Board Resolution or
      an instrument signed in the name of the Company by its President or
      Chairman (unless other evidence in respect thereof is specifically
      prescribed herein);

                  (c) The Trustee shall not be deemed to have knowledge of a
      default or an Event of Default, other than an Event of Default specified
      in Section 7.1(a)(i) or Section


                                       26
<PAGE>
      7.1(a)(ii), unless and until it receives notification of such Event of
      Default from the Company or by holders of at least 25% of the aggregate
      principal amount of the Debentures at the time Outstanding;

                  (d) The Trustee may consult with counsel and the written
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken or
      suffered or omitted hereunder in good faith and in reliance thereon;

                  (e) The Trustee shall be under no obligation to exercise any
      of the rights or powers vested in it by this Indenture at the request,
      order or direction of any of the Debentureholders, pursuant to the
      provisions of this Indenture, unless such Debentureholders shall have
      offered to the Trustee reasonable security or indemnity against the costs,
      expenses and liabilities that may be incurred therein or thereby;

                  (f) The Trustee shall not be liable for any action taken or
      omitted to be taken by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Indenture;

                  (g) The Trustee shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond, security, or other papers or documents, unless requested
      in writing so to do by the holders of not less than a majority in
      principal amount of the Outstanding Debentures (determined as provided in
      Section 10.4); provided, however, that if the payment within a reasonable
      time to the Trustee of the costs, expenses or liabilities likely to be
      incurred by it in the making of such investigation is, in the opinion of
      the Trustee, not reasonably assured to the Trustee by the security
      afforded to it by the terms of this Indenture, the Trustee may require
      reasonable indemnity against such costs, expenses or liabilities as a
      condition to so proceeding. The reasonable expense of every such
      examination shall be paid by the Company or, if paid by the Trustee, shall
      be repaid by the Company upon demand; and

                  (h) The Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and the Trustee shall not be responsible for any
      misconduct or negligence on the part of any agent or attorney appointed
      with due care by it hereunder.

      SECTION 9.4. TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.

                  (a) The Recitals contained herein and in the Debentures shall
      be taken as the statements of the Company, and the Trustee assumes no
      responsibility for the correctness of the same.

                  (b) The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Debentures.

                  (c) The Trustee shall not be accountable for the use or
      application by the Company of any of the Debentures or of the proceeds of
      such Debentures, or for the use or application of any moneys paid over by
      the Trustee in accordance with any provision of this Indenture, or for the
      use or application of any moneys received by any paying agent other than
      the Trustee.



                                       27
<PAGE>
      SECTION 9.5. MAY HOLD DEBENTURES.

      The Trustee or any paying agent or registrar for the Debentures, in its
individual or any other capacity, may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, paying agent or
Debenture Registrar.

      SECTION 9.6. MONEYS HELD IN TRUST.

      Subject to the provisions of Section 13.5, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

      SECTION 9.7. COMPENSATION AND REIMBURSEMENT.

                  (a) The Company covenants and agrees to pay to the Trustee,
      and the Trustee shall be entitled to, such reasonable compensation (which
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express trust), as the Company and the Trustee may from
      time to time agree in writing, for all services rendered by it in the
      execution of the trusts hereby created and in the exercise and performance
      of any of the powers and duties hereunder of the Trustee, and, except as
      otherwise expressly provided herein, the Company shall pay or reimburse
      the Trustee upon its request for all reasonable expenses, disbursements
      and advances incurred or made by the Trustee in accordance with any of the
      provisions of this Indenture (including the reasonable compensation and
      the expenses and disbursements of its counsel and of all Persons not
      regularly in its employ) except any such expense, disbursement or advance
      as may arise from its negligence or bad faith. The Company also covenants
      to indemnify the Trustee (and its officers, agents, directors and
      employees) for, and to hold it harmless against, any loss, liability or
      expense incurred without negligence or bad faith on the part of the
      Trustee and arising out of or in connection with the acceptance or
      administration of this trust, including the costs and expenses of
      defending itself against any claim of liability in the premises.

                  (b) The obligations of the Company under this Section 9.7 to
      compensate and indemnify the Trustee and to pay or reimburse the Trustee
      for expenses, disbursements and advances shall constitute additional
      indebtedness hereunder. Such additional indebtedness shall be secured by a
      lien prior to that of the Debentures upon all property and funds held or
      collected by the Trustee as such, except funds held in trust for the
      benefit of the holders of such Debentures.

                  (c) When the Trustee incurs expenses or renders services after
      an Event of Default specified in Section 7.1(a)(iv), (v) or (vi) occurs,
      the expenses and compensation for the services are intended to constitute
      expenses of administration under any Bankruptcy Law or a successor
      statute.

                  (d) Notwithstanding anything in this Indenture or any
      Debenture to the contrary, the Trustee shall have no obligation whatsoever
      to advance funds to pay any principal of or interest on or other amounts
      with respect to the Debentures or otherwise advance funds to or on behalf
      of the Company.

                  (e) The provisions of this Section 9.7 shall survive the
      discharge or termination of this Indenture and shall survive the
      resignation or removal of the Trustee.



                                       28
<PAGE>
      SECTION 9.8. RELIANCE ON OFFICERS' CERTIFICATE.

      Except as otherwise provided in Section 9.1, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.

      SECTION 9.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

      There shall at all times be a Trustee with respect to the Debentures
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person authorized under such laws to exercise corporate trust powers, having (or
having a corporate parent which has) a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation (or
corporate parent, as applicable) publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.9 the combined
capital and surplus of such corporation (or corporate parent, as applicable)
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.9 the Trustee shall
resign immediately in the manner and with the effect specified in Section 9.10.

      SECTION 9.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) The Trustee or any successor hereafter appointed, may at
      any time resign by giving written notice thereof to the Company and by
      transmitting notice of resignation by mail, first class postage prepaid,
      to the Debentureholders, as their names and addresses appear upon the
      Debenture Register. Upon receiving such notice of resignation, the Company
      shall promptly appoint a successor trustee with respect to Debentures by
      written instrument, in duplicate, executed by order of the Board of
      Directors, one copy of which instrument shall be delivered to the
      resigning Trustee and one copy to the successor trustee. If no successor
      trustee shall have been so appointed and have accepted appointment within
      30 days after the mailing of such notice of resignation, the resigning
      Trustee may petition any court of competent jurisdiction for the
      appointment of a successor trustee with respect to Debentures, or any
      Debentureholder who has been a bona fide holder of a Debenture or
      Debentures for at least six months may, subject to the provisions of
      Section 9.9 on behalf of himself and all others similarly situated,
      petition any such court for the appointment of a successor trustee. Such
      court may thereupon after such notice, if any, as it may deem proper and
      prescribe, appoint a successor trustee.

                  (b) In case at any time any one of the following shall occur

                              (i) the Trustee shall cease to be eligible in
      accordance with the provisions of Section 9.9 and shall fail to resign
      after written request therefor by the Company or by any Debentureholder;
      or

                              (ii) The Trustee shall become incapable of acting,
      or shall be adjudged a bankrupt or insolvent, or commence a voluntary
      bankruptcy proceeding, or a receiver of the Trustee or of its property
      shall be appointed or consented to, or any public officer shall take


                                       29
<PAGE>
      charge or control of the Trustee or of its property or affairs for the
      purpose of rehabilitation, conservation or liquidation,

      then, in any such case, the Company may remove the Trustee with respect to
      all Debentures and appoint a successor trustee by written instrument, in
      duplicate, executed by order of the Board of Directors, one copy of which
      instrument shall be delivered to the Trustee so removed and one copy to
      the successor trustee, or, subject to the provisions of Section 9.9,
      unless the Trustee's duty to resign is stayed as provided herein, any
      Debentureholder who has been a bona fide holder of a Debenture or
      Debentures for at least six months may, on behalf of that holder and all
      others similarly situated, petition any court of competent jurisdiction
      for the removal of the Trustee and the appointment of a successor trustee.
      Such court may thereupon after such notice, if any, as it may deem proper
      and prescribe, remove the Trustee and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
      the Debentures at the time Outstanding may at any time remove the Trustee
      by so notifying the Trustee and the Company and may appoint a successor
      Trustee with the consent of the Company.

                  (d) Any resignation or removal of the Trustee and appointment
      of a successor trustee with respect to the Debentures pursuant to any of
      the provisions of this Section 9.10 shall become effective upon acceptance
      of appointment by the successor trustee as provided in Section 9.11.

                  (e) Any successor trustee appointed pursuant to this Section
      9.10 may be appointed with respect to the Debentures, and at any time
      there shall be only one Trustee with respect to the Debentures.

      SECTION 9.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
      trustee with respect to the Debentures, every successor trustee so
      appointed shall execute, acknowledge and deliver to the Company and to the
      retiring Trustee an instrument accepting such appointment, and thereupon
      the resignation or removal of the retiring Trustee shall become effective
      and such successor trustee, without any further act, deed or conveyance,
      shall become vested with all the rights, powers, trusts and duties of the
      retiring Trustee; but, on the request of the Company or the successor
      trustee, such retiring Trustee shall, upon payment of its charges, execute
      and deliver an instrument transferring to such successor trustee all the
      rights, powers, and trusts of the retiring Trustee and shall duly assign,
      transfer and deliver to such successor trustee all property and money held
      by such retiring Trustee hereunder.

                  (b) Upon request of any successor trustee, the Company shall
      execute any and all instruments for more fully and certainly vesting in
      and confirming to such successor trustee all such rights, powers and
      trusts referred to in paragraph (a) of this Section 9.11.

                  (c) No successor trustee shall accept its appointment unless
      at the time of such acceptance such successor trustee shall be qualified
      and eligible under this Article IX.

                  (d) Upon acceptance of appointment by a successor trustee as
      provided in this Section 9.11, the Company shall transmit notice of the
      succession of such trustee hereunder by mail, first class postage prepaid,
      to the Debentureholders, as their names and addresses appear upon the
      Debenture Register. If the Company fails to transmit such notice within
      ten days after acceptance of appointment by the successor trustee, the
      successor trustee shall cause such notice to be transmitted at the expense
      of the Company.



                                       30
<PAGE>
      SECTION 9.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.9, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. In case any Debentures shall have been
authenticated, but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debentures so authenticated with the same
effect as if such successor Trustee had itself authenticated such Debentures.

      SECTION 9.13. APPOINTMENT OF AUTHENTICATING AGENT.

      At any time when any of the Debentures remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Debentures issued upon original issuance,
exchange, registration of transfer or partial redemption thereof and Debentures
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Debentures by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

      Any Person into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any Person succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such notice of
resignation or upon such termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such appointment by
first class mail, postage prepaid, to all Debentureholders as their names and
addresses appear in the Debenture Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with the like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

      The Company agrees to pay to each Authenticating Agent such reasonable
compensation as the Company and the Authenticating Agent may from time to time
have agreed to in writing for its services under this Section, and pursuant to
the provisions of Section 9.7 the Trustee shall be entitled to be reimbursed for
such payments, if any, it makes to an Authenticating Agent.



                                       31
<PAGE>
      If an appointment is made pursuant to this Section, the Debentures may
have endorsed thereon, in lieu of the form of certificate of authentication set
forth in Section 8.1, a certificate of authentication in the following form:

      "This is one of the Debentures described in the within mentioned
Indenture."

                                   ARTICLE X.

                        CONCERNING THE DEBENTUREHOLDERS,

      SECTION 10.1. EVIDENCE OF ACTION BY HOLDERS.

                  (a) Whenever in this Indenture it is provided that the holders
      of a majority or specified percentage in aggregate principal amount of the
      Debentures may take any action (including the making of any demand or
      request, the giving of any notice, consent or waiver or the taking of any
      other action), the fact that at the time of taking any such action the
      holders of such majority or specified percentage have joined therein may
      be evidenced by any instrument or any number of instruments of similar
      tenor executed by such holders of Debentures in Person or by agent or
      proxy appointed in writing.

                  (b) If the Company shall solicit from the Debentureholders any
      request, demand, authorization, direction, notice, consent, waiver or
      other action, the Company may, at its option, as evidenced by an Officers'
      Certificate, fix in advance a record date for the determination of
      Debentureholders entitled to give such request, demand, authorization,
      direction, notice, consent, waiver or other action, but the Company shall
      have no obligation to do so. If such a record date is fixed, such request,
      demand, authorization, direction, notice, consent, waiver or other action
      may be given before or after the record date, but only the
      Debentureholders of record at the close of business on the record date
      shall be deemed to be Debentureholders for the purposes of determining
      whether Debentureholders of the requisite proportion of Outstanding
      Debentures have authorized or agreed or consented to such request, demand,
      authorization, direction, notice, consent, waiver or other action, and for
      that purpose the Outstanding Debentures shall be computed as of the record
      date; provided, however, that no such authorization, agreement or consent
      by such Debentureholders on the record date shall be deemed effective
      unless it shall become effective pursuant to the provisions of this
      Indenture not later than six months after the record date.

      SECTION 10.2. PROOF OF EXECUTION BY DEBENTUREHOLDERS.

      Subject to the provisions of Section 9.1, proof of the execution of any
instrument by a Debentureholder (such proof shall not require notarization
unless the Trustee so requests) or his agent or proxy and proof of the holding
by any Person of any of the Debentures shall be sufficient if made in the
following manner:

                  (a) The fact and date of the execution by any such Person of
      any instrument may be proved in any reasonable manner acceptable to the
      Trustee.

                  (b) The ownership of Debentures shall be proved by the
      Debenture Register of such Debentures or by a certificate of the Debenture
      Registrar thereof.

                  (c) The Trustee may require such additional proof of any
      matter referred to in this Section 10.2 as it shall deem necessary.



                                       32
<PAGE>
      SECTION 10.3. WHO MAY BE DEEMED OWNERS.

      Prior to the due presentment for registration of transfer of any
Debenture, the Company, the Trustee, any paying agent, any Authenticating Agent
and any Debenture Registrar may deem and treat the Person in whose name such
Debenture shall be registered upon the books of the Company as the absolute
owner of such Debenture (whether or not such Debenture shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone other
than the Debenture Registrar) for the purpose of receiving payment of or on
account of the principal of and interest on such Debenture (subject to Section
2.3) and for all other purposes; and neither the Company nor the Trustee nor any
paying agent nor any Authenticating Agent nor any Debenture Registrar shall be
affected by any notice to the contrary.

      SECTION 10.4. CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED.

      In determining whether the holders of the requisite aggregate principal
amount of Debentures have concurred in any direction, consent or waiver under
this Indenture, the Debentures that are owned by the Company or any other
obligor on the Debentures or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any other obligor on
the Debentures shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that the Trustee actually knows are so owned shall be
so disregarded. The Debentures so owned that have been pledged in good faith may
be regarded as Outstanding for the purposes of this Section 10.4, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debentures and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

      SECTION 10.5. ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 10.1, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Debentures specified
in this Indenture in connection with such action, any holder of a Debenture that
is shown by the evidence to be included in the Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 10.2, revoke such action so far
as concerns such Debenture. Except as aforesaid any such action taken by the
holder of any Debenture shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Debentures.

                                   ARTICLE XI.

                             SUPPLEMENTAL INDENTURES

      SECTION 11.1. SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
DEBENTUREHOLDERS.

      In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto, without the consent
of the Debentureholders, for one or more of the following purposes:

                  (a) to cure any ambiguity, defect, or inconsistency herein, in
      the Debentures;



                                       33
<PAGE>
                  (b) to add to the covenants of the Company for the benefit of
      the holders of all or any of the Debentures or to surrender any right or
      power herein conferred upon the Company;

                  (c) to add to, delete from, or revise the conditions,
      limitations, and restrictions on the authorized amount, terms, or purposes
      of issue, authentication, and delivery of Debentures, as herein set forth;

                  (d) to make any change that does not adversely affect the
      rights of any Debentureholder in any material respect; or

                  (e) to provide for the issuance of and establish the form and
      terms and conditions of any additional Debentures permitted in accordance
      with the terms of Section 2.13, to establish the form of any
      certifications required to be furnished pursuant to the terms of this
      Indenture or of the Debentures, or to add to the rights of the holders of
      the Debentures.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 11.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time Outstanding, notwithstanding any of the
provisions of Section 11.2.

      SECTION 11.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.

      With the consent (evidenced as provided in Article X) of the holders of
not less than a majority in aggregate principal amount of the Debentures at the
time Outstanding, the Company, when authorized by Board Resolutions, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 11.1 the rights of the holders of the Debentures under this Indenture;
provided, however, that no such supplemental indenture shall without the consent
of the holders of each Debenture then Outstanding and affected thereby, (i)
extend the Scheduled Maturity Date of any Debentures, reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, without the consent of the holder of each Debenture so affected; or
(ii) reduce the aforesaid percentage of principal amount of Debentures, the
holders of which are required to consent to any such supplemental indenture;
provided further, that if the Debentures are held by the Trust or a trustee of
the Trust, such supplemental indenture shall not be effective until the holders
of a majority in liquidation preference of Trust Securities of the Trust shall
have consented to such supplemental indenture; provided further, that if the
consent of the holder of each Outstanding Debenture is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the Trust shall have consented to such supplemental indenture. It
shall not be necessary for the consent of the Debentureholders affected thereby
under this Section 11.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

      SECTION 11.3. EFFECT OF SUPPLEMENTAL INDENTURES.

      Upon the execution of any supplemental indenture pursuant to the
provisions of this Article XI, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and


                                       34
<PAGE>
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

      SECTION 11.4. DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.

      Debentures affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article XI, may bear a notation in form approved by the
Company. If the Company shall so determine, new Debentures so modified as to
conform, in the opinion of the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Debentures then Outstanding.

      SECTION 11.5. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  (a) Upon the request of the Company, accompanied by their
      Board Resolutions authorizing the execution of any such supplemental
      indenture, and upon the filing with the Trustee of evidence of the consent
      of Debentureholders required to consent thereto as aforesaid, the Trustee
      shall join with the Company in the execution of such supplemental
      indenture unless such supplemental indenture affects the Trustee's own
      rights, duties or immunities under this Indenture or otherwise, in which
      case the Trustee may in its discretion but shall not be obligated to,
      enter into such supplemental indenture. The Trustee, subject to the
      provisions of Section 9.1, may receive an Opinion of Counsel as conclusive
      evidence that any supplemental indenture executed pursuant to this Article
      XI is authorized or permitted by, and conforms to, the terms of this
      Article XI and that it is proper for the Trustee under the provisions of
      this Article XI to join in the execution thereof

                  (b) Promptly after the execution by the Company and the
      Trustee of any supplemental indenture pursuant to the provisions of this
      Section 11.5, the Trustee shall transmit by mail, first class postage
      prepaid, a notice, setting forth in general terms the substance of such
      supplemental indenture, to the Debentureholders as their names and
      addresses appear upon the Debenture Register. Any failure of the Trustee
      to mail such notice, or any defect therein, shall not, however, in any way
      impair or affect the validity of any such supplemental indenture.

                                  ARTICLE XII.

                              SUCCESSOR CORPORATION

      SECTION 12.1. COMPANY MAY CONSOLIDATE, ETC.

      Nothing contained in this Indenture or in any of the Debentures shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company, as the
case may be), or successive consolidations or mergers in which the Company, as
the case may be, or its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company, as the case may be, or its successor or successors as
an entirety, or substantially as an entirety, to any other corporation (whether
or not affiliated with the Company, as the case may be, or its successor or
successors) authorized to acquire and operate the same; provided, however, the
Company hereby covenants and agrees that, (i) upon any such consolidation,
merger, sale, conveyance, transfer or other disposition, the due and punctual
payment, in the case of the Company, of the principal of and interest on all of
the Debentures, according to their tenor and the due and punctual performance
and observance of all the covenants and conditions of this Indenture to be kept
or performed by the Company as the case may be, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee executed and
delivered to the Trustee by the entity formed by such consolidation, or into
which the Company, as the case may be, shall have been merged, or by the entity
which shall have acquired such property; (ii) in case the Company consolidates


                                       35
<PAGE>
with or merges into another Person or conveys or transfers its properties and
assets substantially then as an entirety to any Person, the successor Person is
organized under the laws of the United States or any state or the District of
Columbia; and (iii) immediately after giving effect thereto, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing.

      SECTION 12.2. SUCCESSOR CORPORATION SUBSTITUTED.

                  (a) In case of any such consolidation, merger, sale,
      conveyance, transfer or other disposition by the Company as contemplated
      in Section 12.1 and upon the assumption by the successor corporation, by
      supplemental indenture, executed and delivered to the Trustee and
      satisfactory in form to the Trustee, of, in the case of the Company, the
      due and punctual payment of the principal of and interest on all of the
      Debentures Outstanding and the due and punctual performance of all of the
      covenants and conditions of this Indenture to be performed by the Company,
      as the case may be, such successor corporation shall succeed to and be
      substituted for the Company, with the same effect as if it had been named
      as the Company herein, and thereupon the predecessor corporation shall be
      relieved of all obligations and covenants of the Company under this
      Indenture and the Debentures.

                  (b) In case of any such consolidation, merger, sale,
      conveyance, transfer or other disposition such changes in phraseology and
      form (but not in substance) may be made in the Debentures thereafter to be
      issued as may be appropriate.

                  (c) Nothing contained in this Indenture or in any of the
      Debentures shall prevent the Company from merging into itself or acquiring
      by purchase or otherwise all or any part of the property of any other
      Person (whether or not affiliated with the Company).

      SECTION 12.3. EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

      The Trustee, subject to the provisions of Section 9.1, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article XII.

                                  ARTICLE XIII.

                           SATISFACTION AND DISCHARGE

      SECTION 13.1. SATISFACTION AND DISCHARGE OF INDENTURE.

      If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.9) and Debentures for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 13.5), or (b) all such
Debentures not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations sufficient or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Debentures
not theretofore delivered to the Trustee for cancellation, including principal
and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company; then this Indenture shall


                                       36
<PAGE>
thereupon cease to be of further effect except for the provisions of Sections
2.3, 2.6, 2.9, 5.1, 5.2, 5.3 and 9.9, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 9.6 and 13.5, that
shall survive to such date and thereafter, and the Trustee, on demand of the
Company and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.

      SECTION 13.2. DISCHARGE OF OBLIGATIONS.

      If at any time all Debentures not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
13.1 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all Debentures not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee,
the obligations of the Company under this Indenture shall cease to be of further
effect except for the provisions of Sections 2.3, 2.6, 2.9, 5.1, 5.2, 5.3, 9.6,
9.9 and 13.5 hereof that shall survive until such Debentures shall mature and be
paid. Thereafter, Sections 9.6 and 13.5 shall survive.

      SECTION 13.3. DEPOSITED MONEYS TO BE HELD IN TRUST.

      All monies or Governmental Obligations deposited with the Trustee pursuant
to Sections 13.1 or 13.2 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the Debentures for
the payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee.

      SECTION 13.4. PAYMENT OF MONIES HELD BY PAYING AGENTS.

      In connection with the satisfaction and discharge of this Indenture, all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

      SECTION 13.5. REPAYMENT TO COMPANY.

      Any monies or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company in trust, for payment of principal of
or interest on the Debentures that are not applied but remain unclaimed by the
holders of such Debentures for at least two years after the date upon which the
principal of or interest on such Debentures shall have respectively become due
and payable, shall be repaid to the Company, as the case may be, on December 31
of each year or (if then held by the Company) shall be discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from all
further liability with respect to such moneys or Governmental Obligations, and
the holder of any of the Debentures entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.



                                       37
<PAGE>
                                  ARTICLE XIV.

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      SECTION 14.1. NO RECOURSE.

      No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of the Debentures, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debentures.

                                   ARTICLE XV.

                            MISCELLANEOUS PROVISIONS

      SECTION 15.1. EFFECT ON SUCCESSORS AND ASSIGNS.

      All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company shall bind their respective successors
and assigns, whether so expressed or not.

      SECTION 15.2. ACTIONS BY SUCCESSOR.

      Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.

      SECTION 15.3. SURRENDER OF COMPANY POWERS.

      The Company by instrument in writing executed by appropriate authority of
its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
corporation.

      SECTION 15.4. NOTICES.

      Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debentures to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows: First Capital Bancorp, Inc., 3320 Holcomb Bridge
Road, N.W., Suite A, Norcross, Georgia


                                       38
<PAGE>
30092; Attention: William R. Blanton. Any notice, election, request or demand by
the Company or any Debentureholder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the Corporate Trust Office of the Trustee, with a copy to State
Street Bank and Trust Company, 2 Avenue de Lafayette, 6th Floor, Boston, MA
02111-1724; Attention: Earl W. Dennison, Corporate Trust Department.

      SECTION 15.5. GOVERNING LAW.

      This Indenture and each Debenture shall be deemed to be a contract made
under the internal laws of the State of Georgia and for all purposes shall be
construed in accordance with the laws of said State.

      SECTION 15.6. TREATMENT OF DEBENTURES AS DEBT.

      It is intended that the Debentures shall be treated as indebtedness and
not as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

      SECTION 15.7. COMPLIANCE CERTIFICATES AND OPINIONS.

                  (a) Upon any application or demand by the Company to the
      Trustee to take any action under any of the provisions of this Indenture,
      the Company shall furnish to the Trustee an Officers' Certificate stating
      that all conditions precedent provided for in this Indenture relating to
      the proposed action have been complied with and an Opinion of Counsel
      stating that in the opinion of such counsel all such conditions precedent
      have been complied with, except that in the case of any such application
      or demand as to which the furnishing of such documents is specifically
      required by any provision of this Indenture relating to such particular
      application or demand, no additional certificate or opinion need be
      furnished.

                  (b) Each certificate or opinion of the Company provided for in
      this Indenture and delivered to the Trustee with respect to compliance
      with a condition or covenant in this Indenture shall include (1) a
      statement that the Person making such certificate or opinion has read such
      covenant or condition; (2) a brief statement as to the nature and scope of
      the examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based; (3) a statement that,
      in the opinion of such Person, he has made such examination or
      investigation as, in the opinion of such Person, is necessary to enable
      him to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and (4) a statement as to whether or
      not, in the opinion of such Person, such condition or covenant has been
      complied with.

      SECTION 15.8. PAYMENTS ON BUSINESS DAYS.

      In any case where the date of maturity of interest or principal of any
Debenture or the date of redemption of any Debenture shall not be a Business
Day, then payment of interest or principal may (subject to Section 2.4) be made
on the next succeeding Business Day with the same force and effect as if made on
the nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date.

      SECTION 15.9. COUNTERPARTS.

      This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.



                                       39
<PAGE>
      SECTION 15.10. SEPARABILITY.

      In case any one or more of the provisions contained in this Indenture or
in the Debentures shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of the Debentures,
but this Indenture and the Debentures shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

      SECTION 15.11. ASSIGNMENT.

      The Company shall have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company shall remain liable for all such obligations. Subject to
the foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

      SECTION 15.12. ACKNOWLEDGMENT OF RIGHTS.

      The Company acknowledges that, with respect to any Debentures held by the
Trust or a trustee of the Trust, if the Property Trustee fails to enforce its
rights under this Indenture as the holder of the Debentures held as the assets
of the Trust, any holder of Preferred Securities may institute legal proceedings
directly against the Company to enforce such Property Trustee's rights under
this Indenture without first instituting any legal proceedings against such
Property Trustee or any other person or entity. Notwithstanding the foregoing,
if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), the Company acknowledges that a
holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder (subject to Article XVI hereof) of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder on
or after the respective due date specified in the Debentures; and the Company's
payment of any such amount to a holder of Preferred Securities shall discharge
the Company's obligation to pay such amount of principal or interest under such
Debentures.

                                  ARTICLE XVI.

                           SUBORDINATION OF DEBENTURES

      SECTION 16.1. AGREEMENT TO SUBORDINATE.

      The Company covenants and agrees, and each holder of Debentures issued
hereunder by such holder's acceptance thereof likewise covenants and agrees,
that all Debentures shall be issued subject to the provisions of this Article
XVI; and each holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The payment by the Company of the principal of and interest on all
Debentures issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Debt, Subordinated Debt and Additional Senior Obligations
(collectively, "Senior Indebtedness") to the extent provided herein, whether
outstanding at the date of this Indenture or thereafter incurred. No provision
of this Article XVI shall prevent the occurrence of any default or Event of
Default hereunder.



                                       40
<PAGE>
      SECTION 16.2. DEFAULT ON SENIOR DEBT, SUBORDINATED DEBT OR ADDITIONAL
SENIOR OBLIGATIONS.

      In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, or in the event that the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of or interest on the Debentures.
In the event that, notwithstanding the foregoing, any payment shall be received
by the Trustee when such payment is prohibited by the preceding sentence of this
Section 16.2, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, but only to the extent that the holders of the
Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

      SECTION 16.3. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  (a) Upon any payment by the Company or distribution of assets
      of the Company of any kind or character, whether in cash, property or
      securities, to creditors upon any dissolution or winding-up or liquidation
      or reorganization of the Company, whether voluntary or involuntary or in
      bankruptcy, insolvency, receivership or other proceedings, all amounts due
      upon all Senior Indebtedness of the Company shall first be paid in full,
      or payment thereof provided for in money in accordance with its terms,
      before any payment is made by the Company on account of the principal or
      interest on the Debentures; and upon any such dissolution or winding-up or
      liquidation or reorganization, any payment by the Company, or distribution
      of assets of the Company of any kind or character, whether in cash,
      property or securities, to which the holders of the Debentures or the
      Trustee would be entitled to receive from the Company, except for the
      provisions of this Article XVI, shall be paid by the Company or by any
      receiver, trustee in bankruptcy, liquidating trustee, agent or other
      Person making such payment or distribution, or by the holders of the
      Debentures or by the Trustee under this Indenture if received by them or
      it, directly to the holders of Senior Indebtedness of the Company (pro
      rata to such holders on the basis of the respective amounts of Senior
      Indebtedness held by such holders, as calculated by the Company) or their
      representative or representatives, or to the trustee or trustees under any
      indenture pursuant to which any instruments evidencing such Senior
      Indebtedness may have been issued, as their respective interests may
      appear, to the extent necessary to pay such Senior Indebtedness in full,
      in money or money's worth, after giving effect to any concurrent payment
      or distribution to or for the holders of such Senior Indebtedness, before
      any payment or distribution is made to the holders of Debentures or to the
      Trustee.

                  (b) In the event that, notwithstanding the foregoing, any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities, prohibited by the foregoing,
      shall be received by the Trustee before all Senior Indebtedness of the
      Company is paid in full, or provision is made for such payment in money in
      accordance with its terms, such payment or distribution shall be held in
      trust for the benefit of and shall be paid over or delivered to the
      holders of such Senior Indebtedness or their representative or
      representatives, or to the trustee or trustees under any indenture
      pursuant to which any instruments evidencing such Senior Indebtedness may
      have been issued, and their respective interests may appear, as calculated
      by the Company, for application to the payment of all Senior Indebtedness
      of the Company, as the case may be, remaining unpaid to the extent
      necessary to pay such Senior Indebtedness in full in money in accordance
      with its terms, after giving effect to any concurrent payment or
      distribution to or for the benefit of the holders of such Senior
      Indebtedness.



                                       41
<PAGE>
                  (c) For purposes of this Article XVI, the words "cash,
      property or securities" shall not be deemed to include shares of stock of
      the Company as reorganized or readjusted, or securities of the Company or
      any other corporation provided for by a plan of reorganization or
      readjustment, the payment of which is subordinated at least to the extent
      provided in this Article XVI with respect to the Debentures to the payment
      of all Senior Indebtedness of the Company, as the case may be, that may at
      the time be outstanding, provided that (i) such Senior Indebtedness is
      assumed by the new corporation, if any, resulting from any such
      reorganization or readjustment; and (ii) the rights of the holders of such
      Senior Indebtedness are not, without the consent of such holders, altered
      by such reorganization or readjustment. The consolidation of the Company
      with, or the merger of the Company into, another corporation or the
      liquidation or dissolution of the Company following the conveyance or
      transfer of its property as an entirety, or substantially as an entirety,
      to another corporation upon the terms and conditions provided for in
      Article XII shall not be deemed a dissolution, winding-up, liquidation or
      reorganization for the purposes of this Section 16.3 if such other
      corporation shall, as a part of such consolidation, merger, conveyance or
      transfer, comply with the conditions stated in Article XII. Nothing in
      Section 16.2 or in this Section 16.3 shall apply to claims of, or payments
      to, the Trustee under or pursuant to Section 9.7.

      SECTION 16.4. SUBROGATION.

                  (a) Subject to and upon the payment in full of all Senior
      Indebtedness of the Company, the rights of the holders of the Debentures
      shall be subrogated to the rights of the holders of such Senior
      Indebtedness to receive payments or distributions of cash, property or
      securities of the Company, as the case may be, applicable to such Senior
      Indebtedness until the principal of and interest on the Debentures shall
      be paid in full; and, for the purposes of such subrogation, no payments or
      distributions to the holders of such Senior Indebtedness of any cash,
      property or securities to which the holders of the Debentures or the
      Trustee would be entitled except for the provisions of this Article XVI,
      and no payment over pursuant to the provisions of this Article XVI to or
      for the benefit of the holders of such Senior Indebtedness by holders of
      the Debentures or the Trustee, shall, as between the Company, its
      creditors other than holders of Senior Indebtedness of the Company, and
      the holders of the Debentures, be deemed to be a payment by the Company to
      or on account of such Senior Indebtedness. It is understood that the
      provisions of this Article XVI are and are intended solely for the
      purposes of defining the relative rights of the holders of the Debentures,
      on the one hand, and the holders of such Senior Indebtedness on the other
      hand.

                  (b) Nothing contained in this Article XVI or elsewhere in this
      Indenture or in the Debentures is intended to or shall impair, as between
      the Company, its creditors (other than the holders of Senior Indebtedness
      of the Company), and the holders of the Debentures, the obligation of the
      Company, which is absolute and unconditional, to pay to the holders of the
      Debentures the principal of and interest on the Debentures as and when the
      same shall become due and payable in accordance with their terms, or is
      intended to or shall affect the relative rights of the holders of the
      Debentures and creditors of the Company, as the case may be, other than
      the holders of Senior Indebtedness of the Company, as the case may be, nor
      shall anything herein or therein prevent the Trustee or the holder of any
      Debenture from exercising all remedies otherwise permitted by applicable
      law upon default under this Indenture, subject to the rights, if any,
      under this Article XVI of the holders of such Senior Indebtedness in
      respect of cash, property or securities of the Company, as the case may
      be, received upon the exercise of any such remedy.

                  (c) Upon any payment or distribution of assets of the Company
      referred to in this Article XVI, the Trustee, subject to the provisions of
      Article IX, and the holders of the Debentures shall be entitled to
      conclusively rely upon any order or decree made by any court of competent
      jurisdiction in which such dissolution, winding-up, liquidation or
      reorganization proceedings are pending, or a certificate of the receiver,
      trustee in bankruptcy, liquidation trustee,


                                       42
<PAGE>
      agent or other Person making such payment or distribution, delivered to
      the Trustee or to the holders of the Debentures, for the purposes of
      ascertaining the Persons entitled to participate in such distribution, the
      holders of Senior Indebtedness and other indebtedness of the Company, as
      the case may be, the amount thereof or payable thereon, the amount or
      amounts paid or distributed thereon and all other facts pertinent thereto
      or to this Article XVI.

      SECTION 16.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

      Each holder of Debentures by such holder's acceptance thereof authorizes
and directs the Trustee on such holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XVI and appoints the Trustee such holder's attorney-in-fact for any and
all such purposes.

      SECTION 16.6. NOTICE BY THE COMPANY.

                  (a) The Company shall give prompt written notice to a
      Responsible Officer of the Trustee of any fact known to the Company that
      would prohibit the making of any payment of monies to or by the Trustee in
      respect of the Debentures pursuant to the provisions of this Article XVI.
      Notwithstanding the provisions of this Article XVI or any other provision
      of this Indenture, the Trustee shall not be charged with knowledge of the
      existence of any facts that would prohibit the making of any payment of
      monies to or by the Trustee in respect of the Debentures pursuant to the
      provisions of this Article XVI, unless and until a Responsible Officer of
      the Trustee shall have received written notice thereof from the Company or
      a holder or holders of Senior Indebtedness or from any trustee therefor;
      and before the receipt of any such written notice, the Trustee, subject to
      the provisions of Section 9.1, shall be entitled in all respects to assume
      that no such facts exist; provided, however, that if the Trustee shall not
      have received the notice provided for in this Section 16.6 at least two
      Business Days prior to the date upon which by the terms hereof any money
      may become payable for any purpose (including, without limitation, the
      payment of the principal of or interest on any Debenture), then, anything
      herein contained to the contrary notwithstanding, the Trustee shall have
      full power and authority to receive such money and to apply the same to
      the purposes for which they were received, and shall not be affected by
      any notice to the contrary that may be received by it within two Business
      Days prior to such date.

                  (b) The Trustee, subject to the provisions of Section 9.1,
      shall be entitled to conclusively rely on the delivery to it of a written
      notice by a Person representing himself to be a holder of Senior
      Indebtedness of the Company (or a trustee on behalf of such holder) to
      establish that such notice has been given by a holder of such Senior
      Indebtedness or a trustee on behalf of any such holder or holders. In the
      event that the Trustee determines in good faith that further evidence is
      required with respect to the right of any Person as a holder of such
      Senior Indebtedness to participate in any payment or distribution pursuant
      to this Article XVI, the Trustee may request such Person to furnish
      evidence to the reasonable satisfaction of the Trustee as to the amount of
      such Senior Indebtedness held by such Person, the extent to which such
      Person is entitled to participate in such payment or distribution and any
      other facts pertinent to the rights of such Person under this Article XVI,
      and, if such evidence is not furnished, the Trustee may defer any payment
      to such Person pending the furnishing of such evidence or judicial
      determination as to the right of such Person to receive such payment.

      SECTION 16.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

                  (a) The Trustee in its individual capacity shall be entitled
      to all the rights set forth in this Article XVI in respect of any Senior
      Indebtedness at any time held by it, to the same extent as any other
      holder of Senior Indebtedness, and nothing in this Indenture shall deprive
      the Trustee of any of its rights as such holder. The Trustee's right to
      compensation and


                                       43
<PAGE>
      reimbursement of expenses as set forth in Section 9.7 shall not be subject
      to the subordination provisions of the Article XVI.

                  (b) With respect to the holders of Senior Indebtedness of the
      Company, the Trustee undertakes to perform or to observe only such of its
      covenants and obligations as are specifically set forth in this Article
      XVI, and no implied covenants or obligations with respect to the holders
      of such Senior Indebtedness shall be read into this Indenture against the
      Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
      holders of such Senior Indebtedness and, subject to the provisions of
      Section 9.1, the Trustee shall not be liable to any holder of such Senior
      Indebtedness if it shall properly pay over or deliver (in accordance with
      this Indenture) to holders of Debentures, the Company or any other Person
      money or assets to which any holder of such Senior Indebtedness shall be
      entitled by virtue of this Article XVI or otherwise.

      SECTION 16.8. SUBORDINATION MAY NOT BE IMPAIRED.

                  (a) No right of any present or future holder of any Senior
      Indebtedness of the Company to enforce subordination as herein provided
      shall at any time in any way be prejudiced or impaired by any act or
      failure to act on the part of the Company or by any act or failure to act,
      in good faith, by any such holder, or by any noncompliance by the Company
      with the terms, provisions and covenants of this Indenture, regardless of
      any knowledge thereof that any such holder may have or otherwise be
      charged with.

                  (b) Without in any way limiting the generality of the
      foregoing paragraph, the holders of Senior Indebtedness of the Company
      may, at any time and from time to time, without the consent of or notice
      to the Trustee or the holders of the Debentures, without incurring
      responsibility to the holders of the Debentures and without impairing or
      releasing the subordination provided in this Article XVI or the
      obligations hereunder of the holders of the Debentures to the holders of
      such Senior Indebtedness, do any one or more of the following: (i) change
      the manner, place or terms of payment or extend the time of payment of, or
      renew or alter, such Senior Indebtedness, or otherwise amend or supplement
      in any manner such Senior Indebtedness or any instrument evidencing the
      same or any agreement under which such Senior Indebtedness is outstanding;
      (ii) sell, exchange, release or otherwise deal with any property pledged,
      mortgaged or otherwise securing such Senior Indebtedness; (iii) release
      any Person liable in any manner for the collection of such Senior
      Indebtedness; and (iv) exercise or refrain from exercising any rights
      against the Company and any other Person.

                         [ NEXT PAGE IS SIGNATURE PAGE ]



                                       44
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                    FIRST CAPITAL BANCORP, INC.

                                    By: /s/ William R. Blanton
                                       ---------------------------------------
                                        William R. Blanton
                                        President and Chief Executive Officer

                                    STATE STREET BANK AND TRUST COMPANY
                                    OF CONNECTICUT, NATIONAL ASSOCIATION,
                                    AS INDENTURE TRUSTEE

                                    By: /s/ Earl W. Dennison
                                       ---------------------------------------
                                        Name:  Earl W. Dennison
                                        Title: Vice President





                                       45
<PAGE>
                                    EXHIBIT A

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.



                           FIRST CAPITAL BANCORP, INC.
                           9.0% SUBORDINATED DEBENTURE

                              DUE January 15, 2032

      First Capital Bancorp, Inc. a Georgia corporation (the "COMPANY," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to State Street Bank and Trust
Company of Connecticut, National Association, a national banking association
organized and existing under the United States of America, as Property Trustee
or registered assigns, the principal sum of Six Million Three Hundred Ninety-two
Thousand Dollars ($6,392,000) on January 15, 2032 (the "SCHEDULED MATURITY
DATE"), or such other principal amount represented hereby as may be set forth in
the records of the Debenture Registrar hereinafter referred to in accordance
with the Indenture. The Company further promises to pay interest on said
principal sum from January 17, 2002, or from the most recent interest payment
date (each such date, an "INTEREST PAYMENT DATE") to which interest has been
paid or duly provided for, semiannually (subject to deferral as set forth
herein) on January 15 and July 15 of each year, commencing on July 15, 2002, at
the rate of 9.0% per annum, compounded semiannually, together with Additional
Interest, if any, as provided in Section 2.4 of the Indenture, until the
principal hereof is paid or duly provided for or made available for payment,
provided that any overdue installment of interest (without duplication and to
the extent that payment of such interest is enforceable under applicable law)
shall bear interest at the same rate per annum compounded semiannually. The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on this Debenture is not a business day, then payment
of interest payable on such date shall be made on the next succeeding day that
is a business day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceeding day
which is a Business Day, with the same force and effect as if made on the date
such payment was originally payable. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Debenture is
registered at the close of business on the regular record date for such interest
installment, which shall be January 1 and July 1, respectively, of each year.

      The principal of and the interest on this Debenture shall be payable at
the office or agency of the Trustee maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
Holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the Holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Trustee.

      The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness of the


                                  Exhibit A-1
<PAGE>
Company, and this Debenture is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Debenture, by accepting the same, (a)
agrees to and shall be bound by such provisions; (b) authorizes and directs the
Trustee on his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided; and (c)
appoints the Trustee his or her attorney-in-fact for any and all such purposes.
Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

      This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

      This Debenture is one of the subordinated debentures of the Company
(herein sometimes referred to as the "DEBENTURES"), specified in the Indenture,
all issued or to be issued under and pursuant to an Indenture dated as of
January 17, 2002 (the "INDENTURE") duly executed and delivered between the
Company and State Street Bank and Trust Company of Connecticut, National
Association as Trustee (the "TRUSTEE," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures and of the terms upon which the Debentures are,
and are to be, authenticated and delivered. The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Debentures are set forth in, and this Debenture is issued and shall in all
respects be subject to the terms and provisions of, the Indenture, including the
designation of the terms of the Debentures as set forth therein. The Trustee
will furnish a copy of the Indenture to the Holder without charge upon written
request to the Trustee at its principal place of business or registered office.

      Upon receipt of this Debenture, the Holder is bound by the Indenture, and
is entitled to the benefits thereunder.

      Because of the occurrence and continuation of a Special Event, in certain
circumstances, this Debenture may become due and payable at the principal amount
together with any unpaid interest accrued thereon to the date of redemption (the
"REDEMPTION PRICE"). The Redemption Price shall be paid prior to 12:00 noon,
Eastern Standard Time, on the date of such redemption or at such earlier time as
the Company determines. The Company shall have the right to redeem this
Debenture at the option of the Company, without premium or penalty, in whole or
in part at any time on or after January 17, 2007 (an "OPTIONAL REDEMPTION"), or
at any time in certain circumstances upon the occurrence of a Special Event, at
a Redemption Price equal to 100% of the principal amount plus any accrued but
unpaid interest, to the date of such redemption. Any redemption pursuant to this
paragraph shall be made upon not less than 30 days' nor more than 60 days'
notice, at the Redemption Price. If the Debentures are only partially redeemed
by the Company pursuant to an Optional Redemption, the Debentures shall be
redeemed pro rata or by lot or by any other method utilized by the Trustee.

      In the event of redemption of this Debenture in part only, a new Debenture
or Debentures for the unredeemed portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.



                                  Exhibit A-2
<PAGE>
      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of the Debentures
except as provided in the Indenture, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the Holder of each Debenture so affected; or (ii) reduce the
aforesaid percentage of Debentures, the Holders of which are required to consent
to any such supplemental indenture, without the consent of the Holders of each
Debenture then outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Debentures at the time outstanding, on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except for certain defaults including a default in the payment of
the principal of or interest on any of the Debentures. Any such consent or
waiver by the registered holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

      No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on this Debenture
(including Additional Interest) at the time and place and at the rate and in the
money herein and therein prescribed.

      The Company shall have the right at any time during the term of the
Debentures and from time to time to extend the interest payment period of such
Debentures for up to 10 consecutive semiannual periods (each, an "EXTENDED
INTEREST PAYMENT PERIOD"), at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extended
Interest Payment Period, the Company may further extend such Extended Interest
Payment Period, provided that such Extended Interest Payment Period together
with all such further extensions thereof shall not exceed 10 consecutive
semiannual periods. At the termination of any such Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due, the Company may commence a new Extended Interest
Payment Period.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Trustee accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount shall be
issued to the designated transferee or transferees.

      No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.

      Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any agent of the Company or the Trustee may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notice of


                                  Exhibit A-3
<PAGE>
ownership or writing hereon made by anyone other than the Debenture Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Debentures Registrar shall be affected
by any notice to the contrary.

      The Company and, by its acceptance of this Debenture or a beneficial
interest therein, the Holder of, and any person that acquires a beneficial
interest in, this Debenture agrees that for United States Federal, state and
local tax purposes it is intended that this Debenture constitute indebtedness.

      THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF GEORGIA.

      THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES
NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

      No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

      The Debentures are issuable only in registered form without coupons in
denominations of $1,000.00 and any integral multiple thereof.

      All terms used in this Debenture that are defined in the Indenture shall
have the meanings assigned to them in the Indenture and in the Amended and
Restated Trust Agreement dated the 17th day of January, 2002 (as modified,
amended or supplemented from time to time, the "TRUST AGREEMENT"), relating to
First Capital Statutory Trust I (the "TRUST") among the Company, as Depositor,
the Trustees named therein and the Holders from time to time of the Trust
Securities issued pursuant thereto, as the case may be.

      [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE]






                                  Exhibit A-4
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
this ___ day of __________, 2002.

                                    FIRST CAPITAL BANCORP, INC.



                                    By:
                                       ---------------------------------
                                        William R. Blanton
                                        President and Chief Executive Officer







                                  Exhibit A-5
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

      This is one of the Debentures described in the within-mentioned Indenture.

Dated:

                                    STATE STREET BANK AND TRUST COMPANY OF
------------------------------      CONNECTICUT, NATIONAL ASSOCIATION, as
                                    Trustee or Authentication Agent


                                    By:
                                       ---------------------------------------
                                        Name:
                                             ---------------------------------
                                        Title:
                                              --------------------------------



                                  Exhibit A-6